**Exhibit 3.b.**

 

RESTATED ARTICLESOF INCORPORATION

 

OF

 

LOGAN COUNTYBANCSHARES, INC.

 

We, the undersigned,being President and Secretary, respectively, of Logan County BancShares, Inc.(the “Corporation”) a corporation duly organized and existing under and byvirtue of the provisions of the West Virginia Corporation Act, do herebycertify as follows:

 

1.             The original Articles of Incorporation of theCorporation were filed with the Secretary of State of West Virginia on November7, 1984.

 

2.             No shares of stock of the Corporation have beenissued.

 

3.             Article Ninth of the Articles of Incorporation hasbeen amended by resolution of the Board of Directors of the Corporation, andthe Articles of Incorporation as so amended have been restated by the Board ofDirectors to read as set forth below.

 

4.             The following Restated Articles of Incorporationcorrectly set forth without change, other than the amendment to the ArticleNinth referred to above and incorporated below, the corresponding provisions ofthe Articles of Incorporation as theretofore amended, and the Restated Articlesof Incorporation supersede the original Articles of Incorporation and allamendments thereto:

 

FIRST:  The name of the corporation is LOGAN COUNTYBANCSHARES, INC. (hereinafter called the “Corporation”).

 

SECOND:  The principal office of the Corporation is tobe located at Washington Avenue and Main Street, in the City of Logan, in theCounty of Logan, in the State of West Virginia (25601).

 

THIRD:  The purpose of the Corporation is to engage inthe transaction of any or all lawful business for which corporations may beincorporated under the West Virginia Corporation Act.

 

FOURTH:  The total number of shares of stock which theCorporation shall have the authority to issue is two hundred and sixty thousand(260,000) shares, consisting of one class of Common Stock having a par value ofFive Dollars ($5.00) per share.

 

FIFTH:  No shareholder of the Corporation shall haveany preemptive right to acquire any unissued or treasury shares authorized herein,to acquire any or all classes of shares hereafter authorized, or to acquire anysecurities convertible into such shares or carrying a right to subscribe to oracquire such shares.

 

SIXTH:  The name and mailing address of theIncorporator are as follows:

 

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| **Name**            | ** ** | **Address**                     |
|---------------------|------------|---------------------------------|
|                |       |                            |
| Hayden D. McMillian |       | 1333 New Hampshire Avenue, N.W. |
|                |       | Washington, D.C. 20036          |

 

SEVENTH:  The existence of the Corporation is to beperpetual.

 

EIGHTH:  No person has yet been appointed to acceptnotice of process.

 

NINTH:  The number of directors constituting theBoard of Directors of the Corporation shall not be less than three, and thenames and mailing addresses of the persons who are to serve on the initialBoard of Directors, until the first annual meeting of stockholders or untiltheir successors are elected and qualified, are as follows:

 
| **Name**             | ** ** | **Address**                                                           |
|----------------------|------------|-----------------------------------------------------------------------|
| Harvey Oakley        |       | c/o Judge’s Office  Logan Courthouse  Logan, West Virginia 25601 |
|                 |       |                                                                  |
| Frank H. Oakley      |       | 140 Nighbert Avenue  Logan, West Virginia 25601                       |
|                 |       |                                                                  |
| Eddie Canterbury     |       | P.O. Box 622  Logan, West Virginia 25601                              |
|                 |       |                                                                  |
| Rayman W. Herman     |       | 309 W. McDonald Avenue  Man, West Virginia 25635                      |
|                 |       |                                                                  |
| Herman E. McCrary    |       | P.O. Box 1748  Logan, West Virginia 25601                             |
|                 |       |                                                                  |
| C. O. McCormick, Jr. |       | P.O. Box 627  Logan, West Virginia 25601                              |
|                 |       |                                                                  |
| William W. Wagner    |       | P.O. Box 1440  Logan, West Virginia 25601                             |
|                 |       |                                                                  |
| LaVeta J. Ray        |       | P.O. Box 4172  Chapmanville, West Virginia 25508                      |
|                 |       |                                                                  |
| Clell Peyton         |       | P. O. Box 924  Chapmanville, West Virginia 25508                      |
|                 |       |                                                                  |
| Hugh C. Avis         |       | P.O. Box 1797  Logan, West Virginia 25601                             |
|                 |       |                                                                  |
| Walter D. Vance      |       | P.O. Box 1557  Chapmanville, West Virginia 25508                      |
|                 |       |                                                                  |
| Earle B. Queen       |       | P.O. Box 810  Logan, West Virginia 25601                              |

 

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TENTH:  The election of directors need not be bywritten ballot unless the ByLaws of the Corporation so provide.

 

ELEVENTH:  The Corporation is authorized to the fullextent permitted by Section 31-1-9 of the West Virginia Corporation Act, asamended from time to time, to indemnify all persons whom it may indemnifypursuant thereto.

 

TWELVETH:  The Corporation reserves the right to amend,alter, change or repeal any provision contained in these Articles ofIncorporation in the manner now or hereafter prescribed by law and all rightsand powers conferred herein on shareholders, directors and officers are subjectto this reserved power.

 

Inwitness whereof, we have hereunto executed these Restated Articles ofIncorporation on December 27, 1984.

 

 
|                  |                  | /s/ Frank H. Oakley  |   |
|-----------------------|-----------------------|----------------------|--------|
|                  |   President |
|                  |                  |
|                  |                  | /s/ Eddie Canterbury |   |
|                  |   Secretary |
|                  |                  |
| Attest:               |                  |
|                  |                  |
|                  |                  |
|                  | /s/ Eddie Canterbury  |                 |   |
|   Secretary |                  |
|                       |                       |                      |        |  |  |  |

 

 

STATE OF WEST VIRGINIA,COUNTY OF LOGAN, To Wit:

 

I, Nancy HopkinsRyan, a Notary Public in and for the State of West Virginia, do hereby certifythat Frank H. Oakley and Eddie Canterbury personally appeared before me andacknowledged the foregoing Restated Articles of Incorporation to be his act anddeed, and that he executed the same.

 

WITNESS my hand andofficial seal this 27th day of December, 1984.

 

My CommissionExpires: August 21, 1994.

 
|   |                      | /s/ Nancy Hopkins Ryan |   |
|--------|---------------------------|------------------------|--------|
|   |   Notary Public |

 

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