Exhibit
3.1




FILED IN DUPLICATE
ORIGINAL




ARTICLES OF
INCORPORATIONOF POTOMAC BANCSHARES, INC.




The undersigned, acting as incorporator of a
corporation under Section 27, Article 1, Chapter 31 of the Code of West
Virginia, adopts the following Articles of Incorporation for such corporation.




I. The
undersigned agrees to become a corporation by the name of Potomac Bancshares,
Inc.




II. The
address of the corporation will be 111 East Washington Street, P.O. Box 906, in
the City of Charles Town, in the County of Jefferson, and the State of West
Virginia, 25414.




III. This
corporation is formed for the purpose of transacting any or all lawful business
for which corporations may be incorporated under the corporation laws of the
State of West Virginia.




IV. The
existence of this corporation is to be perpetual.




V. The amount
of the total authorized capital stock of said corporation shall be Five Million
shares of Common Stock with a par value of One Dollar ($1.00) per share.




VI. No
shareholder or other person shall have any preemptive right whatsoever.




VI.
Provisions for the regulation of the internal affairs of the corporation are:




67




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The Corporation shall indemnify and reimburse
each present and future director, officer, employee or agent of the Corporation
against, and each such director, officer, employee or agent shall be entitled
without further action on his or her part to indemnity from the Corporation for,
the following:


All expenses, including without limitation attorneys’ fees, judgments,
fines, taxes and penalties and interest thereon, and if its Board of Directors
determines that a settlement of any action, suit or proceeding is in the best
interest of the Corporation, all amounts paid in effecting such settlement,
other than amounts paid to the Corporation itself, reasonably incurred by him or
her in connection with or arising out of any action, suit or proceeding in which
he or she may be involved by reason of his or her being or having been a
director, officer, employee or agent of the Corporation or of any other firm,
corporation, association, company or organization which he or she serves or has
served as a director, officer, employee or agent at the request of the
Corporation; provided  however , that such indemnity shall not include any
expenses incurred by any director, officer, employee or agent with respect to
matters as to which he or she shall be finally adjudged in any such action, suit
or proceeding to have been guilty of or liable for gross negligence, willful
misconduct or criminal acts in the performance of his or her duties for the
Corporation. The foregoing right of indemnification shall inure to the benefit
of the heirs, executors or administrators of each such directors, officer,
employee or agent and shall be in addition to all other rights to which such
director, officer, employee or agent may be entitled as a matter of
law.




The Corporation may, upon the affirmative vote
of a majority of its Board of Directors, purchase insurance for the purpose of
indemnifying its directors, officers, employees and agents to the extent that
such indemnification is allowed in the preceding paragraph. Such insurance may,
but need not, be for the benefit of all directors, officers, employees and
agents.




VIII. The full name and address of the
appointed person to whom notice or process may be sent is: Potomac Bancshares,
Inc. (Attention: President), 111 East Washington Street, P.O. Box 906 Charles
Town, West Virginia 25414.




IX. The number of directors constituting the
initial board of directors of the corporation is twelve, and the names and
addresses of the persons who shall serve as directors until the first annual
meeting of shareholders or until their successors are elected and shall qualify
are:




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Name
            
            AddressJohn P. Burns, Jr.
            
            Rt. 1, Box 296 Charles Town, WV25414Robert W. Butler
            
            635 South Samuel
      Charles Town, WV25414Thomas C. G. Coyle
            
            Rt. 3, Box 252
      Kearneysville, WV25430Francis M. Frye
            
            400 Forrest Avenue
      Charles Town, WV25414William R. Harner
            
            141 Tuscawilla Hills
      Charles Town, WV25414E. William Johnson
            
            869 Deer Mountain
      Estates Harpers Ferry, WV25425Charles W. LeMaster
            
            P.O. Box 207 Shepherdstown, WV25443Minnie R. Mentzer
            
            P.O. Box 84 Harpers Ferry, WV25425James E. Senseney
            
            530 S. George Street
      Charles Town, WV25414John C. Skinner, Jr.
            
            P.O. Box 133 Charles Town, WV25414Donald S. Smith
            
            P.O. Box 264 Charles Town, WV25414G. Gary Chicchirichi
            
            Route 1, Box 38 Charles Town, WV25414


X. The full name and address of the
incorporator is Charles W.
LeMaster, P.O. Box 207, Shepherdstown, WV 25443.




THE UNDERSIGNED, for the purpose of forming a corporation under
the laws of the State of West Virginia, does make and file these Articles of
Incorporation, and have accordingly hereto set his hand this 1st day of March,
1994.




/s/ Charles W.
      LeMaster


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ARTICLES OF
INCORPORATION PREPARED BY:




Charles D.
DunbarJackson & Kelly300 W. Main StreetP.O. Box
1587Clarksburg, WV 26302-1587




State of West
Virginia,County of Jefferson, to-wit:




I, Deborah A. Watts , a Notary Public in and for the County and
State aforesaid, hereby certify that CHARLES W. LeMASTER, whose name is signed
to the foregoing Articles of Incorporation, bearing date the 1st day of March,
1994, this day appeared before me in my said County and acknowledged his
signature to be the same.




Given under my hand and official
seal this 1st day of March, 1994.




My commission expires August 30, 1999.




/s/ Deborah A.
      WattsNOTARY
PUBLIC










ARTICLES OF AMENDMENTtoARTICLES OF
INCORPORATIONofPOTOMAC BANCSHARES, INC.




Pursuant to the provisions of
Section 31, Article 1, Chapter 31 of the Code of West Virginia, the undersigned
corporation adopts the following Articles of Amendment to its Articles of
Incorporation.




FIRST: The name of the corporation
is Potomac Bancshares, Inc.




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SECOND: The following amendment to Article V
of the Articles of Incorporation was adopted by the shareholders of the
corporation on April 25, 1995, in the manner prescribed by Sections 107 and 147,
Article 1, Chapter 31:




V.1. Vote Required for Certain Business
Combinations




a) Higher Vote for Certain Business
Combinations . In addition to
any affirmative vote required by law or these Articles of Incorporation, and
except as otherwise expressly provided in Section V.2 of this Article V:




(i) any merger or consolidation of the Corporation or any Subsidiary (as
hereinafter defined) with (a) any Interested Stockholder (as hereinafter
defined) or (b) any other corporation (whether or not itself an Interested
Stockholder) which is, or after such merger or consolidation would be, an
Affiliate (as hereinafter defined) of any Interested Stockholder; or




(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Interested Stockholder or any Affiliate of any Interested Stockholder of any
assets of the Corporation or any Subsidiary having an aggregate Fair Market
Value of $5,000,000 or more; or




(iii) the issuance or transfer by the Corporation or any Subsidiary (in
one transaction or a series of transactions) of any securities of the
Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of
any Interested Stockholder in exchange for cash, securities or other property
(or a combination thereof) having an aggregate Fair Market Value of $5,000,000
or more; or




(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an Interested
Stockholder or any Affiliate of any Interested Stockholder; or




(v) any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation, or any merger or consolidation
of the Corporation with any of its Subsidiaries or any other transaction
(whether or not with or into or otherwise involving an Interested Stockholder)
which has the effect, directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class of equity or convertible securities
of the Corporation or any Subsidiary which is directly or indirectly owned by
any Interested Stockholder or any Affiliate of any Interested Stockholder, shall
require the affirmative vote of the holders of at least 80% of the voting power
of the then outstanding shares of capital stock of the Corporation entitled to
vote (the "Voting Stock"), voting together as a single class (it being
understood that for purpose of this Article V, each share of the Voting Stock
shall have the number of votes granted to it pursuant to Article V of these
Articles of Incorporation). Such affirmative vote shall be required,
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.




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B. Definition of "Business
Combination" . The term
"Business Combination" as used in this Article V shall mean any transaction
which is referred to in any one or more of clauses (i) through (v) of paragraph
A of this Section V.1.




V.2. When Higher Vote is Not
Required




The provisions of Section V.1 of this Article
V shall not be applicable to any particular Business Combination, and such
Business Combination shall require only such affirmative vote as is required by
law and any other provision of these Articles of Incorporation, if all of the
conditions specified in either of the following paragraphs A and B are met:




A. Approval by Disinterested
Directors . The Business
Combination shall have been approved by a majority of the Disinterested
Directors (as hereinafter defined).




B. Price and Procedure
Requirements . All of the
following conditions shall have been met:




(i) the aggregate amount of the cash and
the Fair Market Value (as hereinafter defined) as of the date of the
consummation of the Business Combination of consideration other than cash to be
received per share by holders of Common Stock in such Business Combination shall
be at least equal to the higher of the following:




(a) (if
applicable) the highest per share price (including any brokerage commissions,
transfer taxes and soliciting dealers' fees) paid by the Interested Stockholder
for any shares of Common Stock acquired by it (1) within the two-year period
immediately prior to the first public announcement of the proposal of the
Business Combination (the "Announcement Date") or (2) in the transaction in
which it became an Interested Stockholder, whichever is higher; and




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(b) the Fair Market Value per share of
Common Stock on the Announcement Date or on the date on which the Interested
Stockholder became an Interested Stockholder (such latter date is referred to in
this Article VI as the "Determination Date"), whichever is higher.




(ii) The aggregate amount of the cash and the Fair Market Value as of the
date of the consummation of the Business Combination of consideration other than
cash to be received per share by holders of shares of any other class of
outstanding Voting Stock shall be at least equal to the highest of the following
(it being intended that the requirements of this paragraph B(ii) shall be
required to be met with respect to every class of outstanding Voting Stock,
whether or not the Interested Stockholder has previously acquired any shares of
a particular class of Voting Stock);




(a) (if
applicable) the highest per share price (including any brokerage commissions,
transfer taxes and soliciting dealers' fees) paid by the Interested Stockholder
for any shares of such class of Voting Stock acquired by it (1) within the
two-year period immediately prior to the Announcement Date or (2) in the
transaction in which it became an Interested Stockholder, whichever is higher;




(b) (if
applicable) the highest preferential amount per share to which the holders of
shares of such class of Voting Stock are entitled in the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation; and




(c) the
Fair Market Value per share of such class of Voting Stock on the Announcement
Date or on the Determination Date, whichever is higher.




(iii) The Consideration to be received by holders of a particular class
of outstanding Voting Stock (including Common Stock) shall be in cash or in the
same form as the Interested Stockholder has previously paid for shares of such
class of Voting Stock. If the Interested Stockholder has paid for shares of any
class of Voting Stock with varying forms of consideration, the form of
consideration for such class of Voting Stock shall be either cash or the form
used to acquire the largest number of shares of such class of Voting Stock
previously acquired by it. The price determined in accordance with paragraphs
B(i) and B(ii) of this Section V.2 shall be subject to appropriate adjustment in
the event of any stock dividend, stock split, combination of shares or similar
event.




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(iv) After such Interested Stockholder
has become an Interested Stockholder and prior to the consummation of such
Business Combination: (a) there shall have been (1) no reduction in the annual
rate of dividends paid on the common Stock (except as necessary to reflect any
subdivision of the Common Stock), except as approved by a majority of the
Disinterested Directors, and (2) an increase in such annual rate of dividends as
necessary to reflect any reclassification (including any reverse stock split),
recapitalization, reorganization or any similar transaction which has the effect
of reducing the number of outstanding shares of the Common Stock, unless the
failure so to increase such annual rate is approved by a majority of the
Disinterested Directors; and (b) such Interested Stockholder shall not have
become the beneficial owner of any additional shares of Voting Stock except as
part of the transaction which results in such Interested Stockholder becoming an
Interested Stockholder.




(v) After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have received the benefit,
directly or indirectly (except proportionate as a stockholder), of any loans,
advances, guarantees, pledges or other financial assistance or any tax credits
or other tax advantages provided by the Corporation, whether in anticipation of
or in connection with such Business Combination or otherwise.




(vi) A proxy or information statement describing the proposed Business
Combination and complying with the requirements of the Securities Exchange Act
of 1934 and the rules and regulations thereunder (or any subsequent provisions
replacing such Act, rules or regulations) shall be mailed to stockholders of the
Corporation at least 30 days prior to the consummation of such Business
Combination (whether or not such proxy or information statement is required to
be mailed pursuant to such Act or subsequent provisions).




V.3. Certain Definitions




For the purpose of this Article V:




A. A "person" shall mean any individual, firm,
corporation or other entity.




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B. "Interested Stockholder" shall mean any
person (other than the Corporation or any Subsidiary) who or which:




(i) is the beneficial owner, directly or
indirectly, of more than 10% of the voting power of the outstanding Voting
Stock; or




(ii) is an Affiliate of the Corporation
and at any time within the two-year period immediately prior to the date in
question was the beneficial owner, directly or indirectly, of 10% or more of the
voting power of the then outstanding Voting Stock; or




(iii) is an assignee of or has otherwise
succeeded to any shares of Voting Stock which were at any time within the
two-year period immediately prior to the date in question beneficially owned by
any Interested Stockholder, if such assignment or succession shall have occurred
in the course of a transaction or series of transactions not involving a public
offering within the meaning of the Securities Act of 1933.




C. A person shall be a "beneficial owner" of
any Voting Stock:




(i)
which such person or any of its Affiliates or Associates (as hereinafter
defined) beneficially owns, directly or indirectly; or




(ii) which such person or any of its
Affiliates or Associates has (a) the right to acquire (whether such right is
exercisable immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise, or (b) the right to
vote pursuant to any agreement, arrangement or understanding; or




(iii) which are beneficially owned,
directly or indirectly, by any other person with which such person or any of its
Affiliates or Associates has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of any shares of Voting
Stock.




D. For the purposes of determining whether a
person is an Interested Stockholder pursuant to paragraph B of this Section V.3,
the number of shares of Voting Stock deemed to be outstanding shall include
shares deemed owned through application of paragraph C of this Section V.3 but
shall not include any other shares of Voting Stock which may be issuable
pursuant to any agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options, or otherwise.




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E. "Affiliate" or "Associates" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934.




F. "Subsidiary" means any corporation of which
a majority of any class of equity security is owned, directly or indirectly, by
the Corporation; provided, however, that for the purposes of the definition of
Interested Stockholder set forth in paragraph B of this Section V.3, the term
"Subsidiary" shall mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the Corporation.




G. "Disinterested Director" means any member
of the Board of Directors of the Corporation (the "Board") who is unaffiliated
with the Interested Stockholder and was a member of the Board prior to the time
that the Interested Stockholder became an Interested Stockholder, and any
successor of a Disinterested Director who is unaffiliated with the Interested
Stockholder and is recommended to succeed a Disinterested Director by a majority
of Disinterested Directors then on the Board; provided, however, that all
directors of the Corporation who are elected as directors at the 1995 annual
meeting of shareholders of the Corporation shall be deemed to be Disinterested
Directors, notwithstanding the above provisions.




H. "Fair Market Value" means: (i) in the case
of stock, the highest closing sale price during the 30-day period immediately
preceding the date in question of a share of such stock on the Composite Tape
for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on
the Composite Tape, on the New York Stock Exchange, or, if such stock is not
listed on such Exchange, or the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which such stock is
listed, or, if such stock is not listed on any such exchange, the highest
closing bid quotation with respect to a share of such stock during the 30-day
period preceding the date in question on the National Association of Securities
Dealers, Inc. Automated Quotations System ("NASDAQ") or any system then in use,
or if not listed with NASDAQ, the average bid and ask prices available from
brokerage firms in Charleston, West Virginia, or if such information is not
available, the fair market value on the date in question of a share of such
stock as determined by the Board in good faith; and (ii) in the case of property
other than cash or stock, the fair market value of such property on the date in
question as determined by the Board in good faith.




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I. In the event of any Business Combination in
which the Corporation survives, the phrase "other consideration to be received"
as used in paragraphs B(i) and (ii) of Section V.2 of this Article V shall
include the shares of Common Stock and/or the shares of any other class of
outstanding Voting Stock retained by the holders of such shares.




V.4. Powers of the Board of Directors




A majority of the directors of the Corporation
shall have the power and duty to determine for the purposes of this Article V,
on the basis of information known to them after reasonable inquiry, (A) whether
a person is an Interested Stockholder, (B) the number of shares of Voting Stock
beneficially owned by any person, (C) whether a person is an Affiliate or
Associate of another, (D) whether the assets which are the subject of any
Business Combination have, or the consideration to be received for the issuance
or transfer of securities by the Corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of $5,000,000 or more. A
majority of the directors of the Corporation shall have the further power to
interpret all of the terms and provisions of this Article V.




V.5. No Effect on Fiduciary Obligations of Interested
Stockholders




Nothing contained in this Article V shall be
construed to relieve any Interested Stockholder from any fiduciary obligation
imposed by law.




V.6. Amendment, Repeal, etc.




Notwithstanding any other provisions of these
Articles of Incorporation or the Bylaws of the Corporation (and notwithstanding
the fact that a lesser percentage may be specified by law, these Articles of
Incorporation or the Bylaws of the Corporation), the affirmative vote of the
holders of 80% or more of the outstanding Voting Stock entitled to vote, voting
together as a single class, shall be required to amend or repeal, or adopt any
provisions inconsistent with this Article V.




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THIRD: The number of shares of the corporation outstanding at the time of
the adoption of the foregoing amendment was 600,000; and the number of shares
entitled to vote thereon was 600,000.




FOURTH: The designation and number of
outstanding shares of each class
entitled to vote thereon as a class were as follows:




Number ofClass
            
            SharesCommon Stock
            600,000


FIFTH: The number of shares voted for
such amendment was 358,467; the number of shares voted against such amendment
was 34,540; and the number of shares abstaining was 8,268.




SIXTH: The number of shares of each class
entitled to vote thereon as a
class voted for and against such amendment, respectively, was:




Number of
      Shares VotedClass
            
            For
            
            Against
            
            AbstainCommon Stock
            358,467
            
            34,540
            
            8,268


SEVENTH: The following amendment to
Article IX of the Articles of Incorporation was adopted by the shareholders of
the corporation on April 25, 1995, in the manner prescribed by Sections 107 and
147, Article 1, Chapter 31:




IX.1 Board of
Directors




(i) Number, election and terms . The number of the directors of the
Corporation shall be fixed from time to time by or pursuant to the Bylaws of the
Corporation. The directors shall be classified, with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
as possible, as shall be provided in the manner specified in the Bylaws of the
Corporation, one class to be originally elected for a term expiring at the
annual meeting of stockholders to be held in 1996, another class to be
originally elected for a term expiring at the annual meeting of stockholders to
be held in 1997, and another class to be originally elected for a term expiring
at the annual meeting of stockholders to be held in 1998, with each class to
hold office until its successor is elected and qualified. At each annual meeting
of the stockholders of the Corporation, the successors of the class of directors
whose term expires at that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election.




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(ii) Stockholder nomination of director
candidates . Advance notice
of stockholder nominations for the election of directors shall be given in the
manner provided in the Bylaws of the Corporation.




(iii) Newly created directorships and
vacancies . Newly-created
directorships resulting from any increase in the number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative vote
of a majority of the remaining directors then in office, even though less than a
quorum of the Board of Directors. Any director elected in accordance with the
preceding sentence to fill a vacancy resulting from death, resignation,
disqualification, removal or other cause shall hold office for the remainder of
the full term of the class of directors in which the vacancy occurred and until
such director's successor shall have been elected and qualified and directors
elected in accordance with the preceding sentence by reason of an increase in
the number of directors shall hold office only until the next election of
directors by the shareholders and until such director's successor shall have
been elected and qualified. No decrease in number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.




(iv) Removal . Any director may be removed from office,
with or without cause, and only by the affirmative vote of the holders of 80% of
the combined voting power of the then outstanding shares of stock entitled to
vote generally in the election of directors, voting together as a single class.




(v) Amendment, repeal, etc. Notwithstanding anything contained in these
Articles of Incorporation to the contrary, the affirmative vote of the holders
of at least 80% of the voting power of all shares of the Corporation entitled to
vote generally in the election of directors, voting together as a single class,
shall be required to alter, amend, or adopt any provision inconsistent with or
repeal this Article IX.1.




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IX.2 Bylaw Amendments




The Board of Directors shall have power to
make, alter, amend and repeal the Bylaws of the Corporation (except so far as
the Bylaws of the Corporation adopted by the stockholders shall otherwise
provide). Any Bylaws made by the directors under the powers conferred hereby may
be altered, amended or repealed by the directors or by the stockholders.
Notwithstanding the foregoing and anything contained in these Articles of
Incorporation to the contrary, Article II, Sections 1 and 4, Article III,
Sections 2 and 9, and Article XI of the Bylaws shall not be altered, amended or
repealed and no provision inconsistent therewith shall be adopted without the
affirmative vote of the holders of at least 80% of the voting power of all the
shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class. Notwithstanding anything contained in these
Articles of Incorporation to the contrary, except as otherwise provided by law
for separate class votes, the affirmative vote of the holders of at least 80% of
the voting power of all the shares of the Corporation entitled to vote generally
in the election of directors, voting together as a single class, shall be
required to alter, amend or adopt any provision inconsistent with or repeal this
Article IX.2.




EIGHTH: The number of shares of the
corporation outstanding at the time of the adoption of the foregoing amendment
was 600,000; and the number of shares entitled to vote thereon was 600,000.




NINTH: The designation and number of
outstanding shares of each class
entitled to vote thereon as a class were as follows:




Number ofClass
            
            SharesCommon Stock
            600,000




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TENTH: The number of shares voted for such amendment was 358,811; the
number of shares voted against such amendment was 34,140; and the number of
shares abstaining was 8,324.




ELEVENTH: The number of shares of each
class entitled to vote thereon as
a class voted for and against such amendment, respectively, was:




Number of
      Shares VotedClass
            
            For
            
            Against
            
            AbstainCommon Stock
            358,811
            
            34,140
            
            8,324






Dated: May 15, 1995.








POTOMAC BANCSHARES, INC.By
            /s/ Charles W.
      LeMasterCharles W.
      LeMasterIts
      PresidentAnd
            /s/ William R.
      HarnerWilliam R.
      HarnerIts
      SecretaryABB08D09


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STATE OF WEST
      VIRGINIA      
      )) ss.COUNTY OF JEFFERSON
            )





I, Gloria S.
Wenger, a notary public, do hereby certify that on this 15th day
of May, 1995, personally appeared before me CHARLES W. LeMASTER, who, being by
me first duly sworn, declared that he is the President of Potomac Bancshares,
Inc., that he signed the foregoing document as President of the corporation, and
that the statements therein contained are true.




/s/Gloria S. WengerNotary Public






STATE OF WEST
      VIRGINIA      
      )) ss.COUNTY OF JEFFERSON
            )






I, Gloria S.
Wenger, a notary public, do
hereby certify that on this 15thday of May, 1995, personally appeared before me
WILLIAM R. HARNER, who, being by me first duly sworn, declared that he is the
Secretary of Potomac Bancshares, Inc., that he signed the foregoing document as
Secretary of the corporation, and that the statements therein contained are
true.




/s/Gloria S. WengerNotary Public


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