**Exhibit 3(ii)**

**Citizens Financial Corp.**

**Amendment to Bylaws**

The board of directors of Citizens Financial Corp. approved an amendment to the company’s bylaws on April 11, 2006. The amendments included theaddition of Section 2.2.1 which established the position of Vice Chairman of the Board and changing Section 2.2 to include a reference to the newly established section. A complete text of the bylaws follows. 

**Citizens Financial Corp.**

**Elkins,West Virginia**

Organized under the General Corporation Law of the State of Delaware 

BYLAWS 

ARTICLE I 

Meetings of Stockholders 

Section 1.1 - Annual Meetings. The regular meeting of the stockholders for the election of directors and the transaction of other business shall be held at the main office of the Citizens National Bank of Elkins at 211-213 ThirdStreet, Elkins, West Virginia, or such other place as the Board of Directors may designate, at 11:00 a.m. on the third Saturday of April of each year, or at such other time as may be fixed by the Board of Directors and pursuant to the provisions oflaw. If, for any cause an election of directors is not made on the first day of the annual meeting, the Board of Directors shall order the election to be held on some subsequent date, as soon thereafter as practicable, according to the provisions ofthe law. Notice of the annual meeting shall be mailed not less than twenty nor more than sixty days prior to the date thereof to each stockholder at his or her address appearing on the books of the corporation. 

Section 1.2 - Special meetings. Except as otherwise specifically provided by statute, special meetings of stockholders may be called for anypurpose at any time on the call of three or more directors or by any three or more stockholders holding in the aggregate not less than ten percent of the stock in the corporation. Every such special meeting, unless otherwise provided by law, shallbe called by mailing postage prepaid, not less than ten or more than sixty days prior to the date fixed for such meeting, to each stockholder at his or her address appearing on the books of the corporation, a notice stating the purpose of themeeting with such mailing to be conducted by and paid for by the corporation. 

Section 1.3 - Nominations for Director.Nominations for election to the Board of Directors may be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Nominations other than thosemade by, or on behalf of, the existing management of the corporation shall be made in writing and shall be delivered or mailed to the President of the corporation not less than fourteen days nor more than fifty days prior to any meeting ofstockholders called for the election of directors, provided, however, that if less than twenty-one days notice of the meeting is given to the stockholders, such nomination shall be mailed or delivered to the President of the corporation not laterthan the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying stockholder: (a) the name and address ofeach 

 

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proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares ofcapital stock of the corporation that will be voted for each proposed nominee; (d) the name and residence address of the notifying stockholder; and (e) the number of shares of capital stock owned by the notifying stockholder. Nominationsnot made in accordance herewith may, in his or her discretion, be disregarded by the Chairman of the meeting, and upon his or her instructions, the election judges shall disregard all votes cast for such nominee. 

Section 1.4 - Judges of Election. Every election of directors shall be managed by three judges who shall be appointed from among thestockholders by the Board of Directors. The judges of election shall hold and conduct the election at which they are appointed to serve and shall certify the result thereof with the names of the directors elected. The judges of election, at therequest of the Chairman of the meeting, shall act as tellers of any other vote taken at such meeting and shall certify the results thereof. 

Section 1.5 - Proxies. Stockholders may vote at any meeting of the stockholders by proxies duly authorized in writing. Proxies shall be valid for one meeting, to be specified therein, and any adjournment of such meeting. Proxiesshall be dated and filed with the records of the meeting. 

Section 1.6 - Quorum. A majority of the outstanding capital stockrepresented in person or by proxy shall constitute a quorum at any meeting of stockholders unless otherwise provided by law. But if there be no quorum , those present in person or by proxy may adjourn the meeting, from time to time, and uponachievement of a quorum the previously adjourned meeting may be held without further notice. A majority of the votes cast shall decide every question or matter submitted to the stockholders at any meeting unless otherwise provided by law or by theCertificate of Incorporation. 

Article II 

Directors 

Section 2.1 - Board of Directors. The Board of Directors shall have the powerto manage and administer the business and affairs of the corporation. Except as expressly limited by law, all corporate powers of the corporation shall be vested in, and may be exercised by, said Board of Directors. 

Section 2.2 - Chairman of the Board. The Chairman of the Board of Directors shall preside at all meetings of the stockholders, the Board ofDirectors, and the Executive Committee except in his/her absence the Vice Chairman shall preside, or, in the absence of the Vice Chairman, the Board of Directors shall appoint an acting chairperson to preside. The Chairman of the Board of Directorsshall participate in all matters concerning future planning of the corporation and shall have the authority to call meetings of the Board of Directors or Executive Committee which exclude the attendance of any officer members. 

Section 2.2.1 - Vice Chairman of the Board. The Vice Chairman of the Board of Directors shall be a member of the Board of Directors who shallbe authorized, in the absence of the Chairman, to perform all acts and duties of the Chairman. 

Section 2.3 - Number; Classes ofDirectors. The Board of Directors shall consist of not less than five nor more than twenty-five 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 specialmeeting 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 directors; Class 2, consisting of not more than eight directors; and Class 3,consisting of not more than nine directors. The term of office of the initial directors of Class 1 shall expire at the first annual meeting of stockholders following their election, and their successors shall be elected for three-year terms. Theterm 

 

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of office of the initial directors of Class 2 shall expire at the second annual meeting of stockholders following theirelection, and their successors shall be elected to three-year terms. The term of office of the initial directors of Class 3 shall expire on the third annual meeting of the stockholders following their election, and their successors shall be electedto 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 his or her earlier resignation or removal. 

Section 2.4 - Organization Meeting. The Secretary to the Board of Directors, upon receiving the certificate of the judges of election, shallnotify the directors-elect of their election and of the time at which they are required to meet for the purpose of organizing the new Board of Directors and electing and appointing officers of the corporation for the succeeding year. Such meetingshall be appointed to be held immediately following the stockholders’ meeting or as soon thereafter as is practicable, and, in any event, within thirty days thereof. 

Section 2.5 - Regular Meetings. The regular meetings of the Board of Directors shall be held, without notice, on the second Wednesday in March, June, September and December at 4:00 p.m. at the main officeof the corporation, or at such other convenient time and place as may be established by the Chairman from time to time. When any regular meeting of the Board of Directors falls upon a holiday the meeting shall be held on the next business day,unless the President shall designate some other day. 

Section 2.6 - Special Meetings. Special meetings of the Board ofDirectors may be called by the Chairman or at the request of three or more directors. Each member of the Board of Directors shall be given written, oral, or electronic, including but not limited to fax and e-mail, notice of the date, time, place andpurpose of each such special meeting. 

Section 2.7 - Quorum. A majority of the Board of Directors shall constitute a quorum atany meeting except when otherwise provided by law. But if there be no quorum, those present may adjourn the meeting, from time to time, and upon achievement of a quorum, the previously adjourned meeting may be held as adjourned without furthernotice. 

Section 2.8 - Vacancies. When any vacancy occurs among the directors, the remaining members of the Board of Directors,acting as a quorum and in accordance with law, may appoint a director to fill such vacancy at any regular meeting of the Board of Directors or at a special meeting called for that purpose such appointment requiring a majority of said quorum.

Section 2.9 - Directors Emeritus. A retired director upon invitation of the Board of Directors may be appointed DirectorEmeritus and when attending shall be paid the same salary per meeting as the regular board members. Directors Emeritus shall be authorized to enter into discussion of business pertaining to the corporation during board meetings and shall have allthe privileges of the regular directors except voting privileges. 

ARTICLE III 

Committees of the Board 

Section 3.1 - Executive Committee. Thereshall be a standing committee of the Board of Directors known as the Executive Committee which shall be appointed annually by the Chairman and approved by the Board of Directors. Each member shall serve until a successor is appointed, and thecommittee shall consist of not less than three directors nor more than five. The Executive Committee shall serve in an advisory capacity to the Chairman and the Board of Directors in all matters concerning future planning for the corporation and inall other matters coming under the authority of the office of the Chairman and the Board of Directors. The Executive Committee shall also perform other functions as are assigned from time to time by the Chairman or the Board of Directors.

 

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Section 3.2 - Other Committees. The Chairman may appoint, from time to time, othercommittees, approved by the Board of Directors, for such purposes and with such powers as the Board of Directors may determine. Unless otherwise specified by the Board of Directors or these Bylaws, three committee members will constitute a quorum ofany board-approved committee. 

ARTICLE IV 

Officers and Employees 

Section 4.1 - President and Chief Executive Officer. ThePresident and Chief Executive Officer shall be charged with the general care and management of all property and business of the corporation and all of its departments, and shall have full authority over all officers and employees, subject to theprovisions of these Bylaws and to the control of the Board of Directors. The President and Chief Executive Officer shall have power to sign, execute and deliver on behalf of the corporation all documents and instruments necessary to be signed,executed and delivered in carrying on the business of the corporation, and such other documents and instruments as the Board of Directors may direct from time to time. The President and Chief Executive Officer shall also have, and may exercise, suchfurther powers and duties as, from time to time, may be assigned by the Board of Directors. 

Section 4.2-Vice President. TheBoard of Directors shall appoint one or more Vice Presidents. Each Vice President shall have such powers and duties as may be assigned by the Board of Directors. One of the Vice Presidents (if there be more than one) shall be designated by the Boardof Directors in the absence of the President and Chief Executive Officer to perform all of the duties of the President and Chief Executive Officer. 

Section 4.3 - Secretary. The Board of Directors shall appoint a Secretary who shall be the secretary of the Board of Directors and who shall be responsible for keeping accurate minutes of all meetings. The Secretary shall alsoperform such other duties as may be assigned, from time to time, by the Board of Directors. 

Section 4.4 - Vice President /Treasurer. The Vice President/Treasurer shall act under the supervision of the President or such other officer as the President may designate. The Vice President/Treasurer shall have custody of the corporation’ s funds and perform suchother duties as may be prescribed by the Board of Directors, President or such other supervising officer as the President may designate. 

Section 4.5 -Other Officers. The Board of Directors may appoint one or more assistant vice presidents, one or more assistant secretaries, and such other officers and attorneys-in-fact as from time to time may appear to the Boardof Directors to be required or desirable to transaction the business of the corporation. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices or as may be conferred upon or assigned tothem by the Board of Directors or the President. 

Section 4.6 - Tenure of Office. All officers shall serve at the will andpleasure of the Board of Directors unless a contract for their service has been approved by the Board of Directors. Any vacancy occurring in any office shall be filled by the Board of Directors. 

ARTICLE V 

Section 5.1 -Transfers. Shares of stock shall be transferable on the books of the corporation, which may, at the direction of the Board of Directors, be maintained by a professional stock registrar and transfer agent, and a 

 

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transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a stockholder bysuch transfers shall, in proportion to his/her shares, succeed to all rights and liabilities of the prior holder of such shares. 

Section 5.2 - Declaration of Cash Dividends. Declaration of cash dividends shall be determined quarterly by the Board of Directors. The Board of Directors shall then establish the record date and payment date. Shareholders ofrecord on the established record date will be entitled to receive such dividends, if any. 

Section 5.3 - Stock Certificates.Certificates of stock, signed by the President or any duly designated Vice President and by the Secretary or Assistant Secretary, shall be issued to stockholders, and the certificate shall state upon the face thereof that the stock is transferableonly upon the books of the corporation, and when the stock is transferred, the certificates thereof shall be returned to the corporation or stock registrar/transfer agent and shall be canceled and preserved and new certificates shall be issued.

Article VI 

Indemnification

Section 6.1- Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permittedby applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative orinvestigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director,officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (includingattorneys’ fees) reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized bythe Board of Directors of the corporation. 

Section 6.2 - Prepayment of Expenses. The corporation may, in its discretion, paythe expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of theproceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article VI orotherwise. 

Section 6.3. - Claims. If a claim for indemnification or payment of expenses under this Article VI is not paid infull within sixty days after a written claim therefore has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or part, shall be entitled to be paid the expense ofprosecuting such claim. In any such action, the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. 

Section 6.4 - Non-Exclusivity of Rights. The rights conferred on any person by this Article VI shall be not exclusive of any other rightswhich such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. 

 

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Section 6.5 - Other Indemnification. The corporation’s obligation, if any, to indemnifyany person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect asindemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. 

Section 6.6 -Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of suchrepeal or modification. 

Article VII 

Corporate Seal 

The Secretary or an Assistant Secretary shall have authority to affix the corporate seal to any documentrequiring such seal and to attest the same. Such seal shall be in the following form: 

Article VIII 

Miscellaneous Provisions 

Section 8.1 - Fiscal Year. The fiscal year of the corporation shall be the calendar year. 

Section 8.2 -Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds,undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in or on behalf of the corporation by the President or any duly authorized Vice President, as the Secretary or anAssistant Secretary shall attest. Any such instrument may also be executed, acknowledged, verified, delivered, or accepted in or on behalf of the corporation in such other manner and by such other officer as the Board of Directors may from time totime direct. The provisions of this section are supplementary to any other provisions of these Bylaws. 

Section 8.3 - Records.The Certificate of Incorporation, the Bylaws and the proceedings of all minutes of the stockholders and the Board of Directors, when signed by the Chairman and Secretary of the meeting, shall be recorded in the minute book provided for that purpose.

Article IX 

Bylaws

Section 9.1 - Inspection. A copy of the Bylaws with all of the Amendments thereto shall at all times be kept in aconvenient place at the main office of the corporation and shall be open for inspection to all stockholders during business hours. 

Section 9.2 - Amendments. The Bylaws may be amended, altered or repealed at any meeting of the Board of Directors by a vote of the majority of the whole number of directors, providing the whole Board of Directors has beennotified in writing seven days prior to the meeting of the proposed changes and such changes are approved by the Commission of Banking of the State of West Virginia. 

 

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