<PAGE>


                                  EXHIBIT 3 (i)

                                                                      APPENDIX C

                            ARTICLES OF INCORPORATION
                                       OF
                     PENSECO FINANCIAL SERVICES CORPORATION

The  undersigned,  being a natural person of the age of 19 years or older,  does
hereby  act  as  incorporator  for  the  purpose  of  incorporating  a  business
corporation  under the  Business  Corporation  Law of 1988,  as amended,  of the
Commonwealth of Pennsylvania (the "Business Corporation Law of 1988").

FIRST. The name of the corporation  (hereinafter  called the  "corporation")  is
Penseco Financial Services Corporation

SECOND:  The  address of initial  registered  office of the  corporation  in the
Commonwealth  of  Pennsylvania  is  150  North  Washington   Avenue,   Scranton,
Pennsylvania  18503  -1848.  The  registered  office of the  corporation  in the
Commonwealth of Pennsylvania shall be deemed for venue and official  publication
purposes to be located in Lackawanna County.

THIRD:  The  corporation is incorporated  under the Business  Corporation Law of
1988.

FOURTH: The aggregate number of shares that the corporation shall have authority
to issue is 15,000,000,  all of which are common stock ("Common  Stock") and all
of which are of a par value of $.01 each.

FIFTH: No merger,  consolidation,  liquidation or dissolution of the corporation
nor any action that  would,  result in the sale or other  disposition  of all or
substantially  all of the assets of the corporation  shall be valid unless first
approved by the affirmative vote of the holders of at least seventy-five percent
(75%) of the  outstanding  shares of  Common  Stock.  This  Article 6 may not be
amended unless first approved by the affirmative vote of the holders of at least
seventy-five (75%) of the outstanding shares of Common Stock.

SIXTH:

(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 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 obtaining a more favorable offer from another individual or entity.

SEVENTH:  The  name  and  the  address,  including  street  and  number,  of the
incorporator are:

    NAME                                            ADDRESS

    Dale Proctor-Hammond            2445 M Street, N.W Washington, D.C. 20037


<PAGE>


EIGHTH:  The  corporation has as its purpose the engaging in all lawful business
for which corporations may be incorporated under the Business Corporation Law of
1988.

NINTH: The personal  liability of the directors of the corporation is limited to
the fullest extent  permitted by the provisions of the Business  Corporation Law
of 1988, as the same may be amended and supplemented.

2.  The corporation  shall, to the fullest extent permitted by the provisions of
    the  Business  Corporation  Law of  1988,  as the same  may be  amended  and
    supplemented,  indemnify  any and all  persons  whom it shall  have power to
    indemnify  under  said  provisions  from  and  against  any  and  all of the
    expenses,  liabilities,  or other matters  referred to in or covered by said
    provisions,  and the indemnification provided for herein shall not be deemed
    exclusive  of any other  rights to which those  indemnified  may be entitled
    under  any  Bylaw,  vote of  shareholders  or  disinterested  directors,  or
    otherwise,  both as to action in his  official  capacity and as to action in
    another  capacity  while  holding  such office,  and shall  continue as to a
    person  who has ceased to be a  director,  officer,  employee,  or agent and
    shall inure to the benefit of the heirs,  executors,  and  administrators of
    such a person.

3.  Any  action  required  or  permitted  to  be  taken  at  a  meeting  of  the
    shareholders  may be taken without a meeting  pursuant to the  provisions of
    Section 1766 of the  Business  Corporation  Law of 1988,  as the same may be
    amended and supplemented, upon the written consent of shareholders who would
    have  been  entitled  to cast the  minimum  number  of votes  that  would be
    necessary  to  authorize  the action at a meeting at which all  shareholders
    entitled to vote thereon were present and voting.

    Signed on September 30, 1997.



/s/ Dale Proctor-Hammond
Dale Proctor-Hammond, Incorporator




             (The remainder of this page left intentionally blank.)