<PAGE>
 
                                                                    Exhibit 3(i)


     The Articles of Incorporation of Citizens Financial Corp. were originally
filed with the Secretary of State of the State of Delaware on October 2, 1986.
Said Articles were subsequently amended by filings with the same office on April
20, 1993 and April 24, 1998.  Each of these amendments pertained to article
FOURTH of the Articles.  A complete copy of said Articles, as amended, is made a
part of this filing on Form 10-Q in Exhibit 3(i).
<PAGE>
 
                                                            Exhibit 3(i) (cont.)



                         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 at 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 purposes 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 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
<PAGE>
 
                                                            Exhibit 3(i) (cont.)

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

     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 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 resolutions 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 not more than (8) directors; and Class 3, consisting of not more
than nine (9) directors.
<PAGE>
 
                                                            Exhibit 3(i) (cont.)

          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.  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 his or
her earlier resignation or removal.

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

          (C) Tender Offers.  The board of directors, if it deems it advisable,
              -------------                                                    
may oppose a tender or other offer for the corporation's securities, whether the
offer is in cash or securities of a corporation or otherwise.  When considering
whether to oppose an offer, 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:

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

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

          (3)  The impact which an acquisition of the corporation would have on
the employees, depositors, or customers of the corporation and its subsidiaries
in the community which they serve;
<PAGE>
 
                                                            Exhibit 3(i) (cont.)

          (4)  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;

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

          (6) Any antitrust of other legal or regulartory issues that are raised
by the offeror.

          If the board of directors upon consideration of all pertinent issues
determines that an offer should be rejected 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 the offer; litigation
against the offeror; filing compliants with all governmental and regulatory
authorities; issuing the authorized but unissued securities or treasury stock of
the corporation or granting options with respect thereto; and obtaining a more
favorable offer from an individual or other entity.

          (D)  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.

          (E)  Directors' Personal Liability.  No director shall be personally
               -----------------------------                                  
liable to the corporation or its stockholders for monetary damages for any
breach of fiduciary duty by such director as a director.  Notwithstanding the
foregoing sentence, a director shall be liable to the extend 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 the Article SEVENTH (E) shall apply to  or have any
effect on  the liability or alleged
<PAGE>
 
                                                           Exhibit 3 (i) (cont.)


liability of any director of the corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment.

          (F)  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 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 amount 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.

          (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 officers, 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 UNDERSINGED 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 do certify that the facts herein are true;
and we have accordingly set our respective hands to duplicate original hereof
this 29th day of September, 1986.
     ----        ---------       


                                        /s/ Max L. Armentrout
                                        -------------------------------------
                                        MAX L. ARMENTROUT, INCORPORATOR
<PAGE>
 
                                                            Exhibit 3(i) (cont.)

 

                                        /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

STATE OF WEST VIRGINIA,

COUNTY OF RANDOLPH, to-wit:


          The undersigned notary public in and for the county and state
aforesaid does hereby certify that MAX L. ARMENTROUT, RAYMOND L. FAIR, JOHN F.
HARRIS, EMERY THOMPSON, JR. AND L. T. WILLIAMS, whose names are signed to the
foregoing Certificate of Incorporation bearing date the 29th day of September,
                                                        ----        --------- 
1986, this day personally appeared before me in my said county and severally
acknowledged that such instrument is the act and deed of each and all of them
and that the facts stated therein are true.


          GIVEN under my hand and official seal this 29th day of
                                                     ----
September, 1986.
---------       



Official Seal:                            /s/ Frank A. Jackson
                                          --------------------------------------
                                          Frank A. Jackson, Notary Public

 STAMP

This instrument prepared by:
Richard G. Herndon                              RECEIVED FOR RECORD
F. A. Jackson                                       OCT. 6, 1986
Attorneys-at-law                                LEO J. DUGAN, JR., Recorder
84 Fifteenth Street
Wheeling, WV  26003