Exhibit 3.1


                               AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                         GUARANTY FINANCIAL CORPORATION
                        (restated in electronic format)


                                    ARTICLE I
                                      NAME

         The name of the corporation is Guaranty Financial Corporation.

                                   ARTICLE II
                                  CAPITAL STOCK

         Paragraph  A.  The  aggregate  number  of  shares  of stock  which  the
Corporation  shall have the authority to issue and the par value per share is as
follows:

                                 Number of
         Class                     Shares              Par Value
         -----                   ---------             ---------

         Common Stock             4,000,000              $1.25
         Preferred Stock            500,000              $1.00

         Paragraph B. No holders of any class of stock of the Corporation  shall
have any preemptive or other  preferential right to purchase or subscribe to (i)
any shares of any class of stock of the  Corporation,  whether now or  hereafter
authorized,  (ii) any warrants, rights or options to purchase any such stock, or
(iii) any obligations  convertible into any such stock or into warrants,  rights
or options to purchase any such stock.

         Paragraph C. The holders of the Common Stock shall, to the exclusion of
the  holders of any other class of stock of the  Corporation,  have the sole and
full power to vote for the  election  of  directors  and for all other  purposes
without  limitation  except  only  as  otherwise  provided  in any  articles  of
amendment  applicable  to any  series  of  Preferred  Stock,  and  as  otherwise
expressly provided by the then existing statutes of Virginia. The holders of the
Common  Stock  shall have one vote for each share of Common  Stock held by them.
Except as may be set forth in any articles of amendment  applicable to shares of
Preferred  Stock,  the holders of the Common  Stock shall be entitled to receive
the net assets of the Corporation upon dissolution.

         Paragraph D. Authority is expressly vested in the Board of Directors to
divide the Preferred Stock into and issue the same in series and, to the fullest
extent permitted by law, to fix and determine the  preferences,  limitations and
relative rights of the shares of any series so  established,  and to provide for
the


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issuance thereof.

         Prior to the issuance of any share of a series of Preferred  Stock, the
Board of Directors shall establish such series by adopting a resolution  setting
forth the  designation  and number of shares of the series and the  preferences,
limitations and relative rights thereof, and the Corporation shall file with the
Commission  articles of amendment as required by law, and the  Commission  shall
have issued a certificate of amendment.

                                   ARTICLE III
                     INDEMNIFICATION AND LIMITS ON LIABILITY
                            OF DIRECTORS AND OFFICERS

         Paragraph A. The  Corporation  shall  indemnify any Director or Officer
made a Party to a Proceeding  (including without limitation any Proceeding by or
in the right of the  Corporation  in which the  Director  or Officer is adjudged
liable to the Corporation)  because he or she is or was a Director or Officer of
the Corporation  against any Liability incurred in the Proceeding to the fullest
extent permitted by Virginia law, as it may be amended from time to time.

         Paragraph B. The Corporation  shall not indemnify a Director or Officer
under Paragraph A above (unless authorized or ordered by a court) unless in each
specific  case a  determination  pursuant to Virginia  law, as it may be amended
from time to time, has been made that  indemnification  is permissible under the
circumstances. The termination of a Proceeding by judgment, order, settlement or
conviction  is not,  of itself,  determinative  that  Director or Officer is not
entitled to indemnification under this Article III.

         Paragraph C. Expenses incurred by a Director or Officer in a Proceeding
shall be paid by the  Corporation  in  advance of the final  disposition  of the
Proceeding if:

         1.    The  Director  or Officer  furnishes  the  Corporation  a written
               statement  of his good faith belief that he or she is entitled to
               indemnification pursuant to this Article III;

         2.    The  Director  or Officer  furnishes  the  Corporation  a written
               undertaking,  executed  personally  or on his or her  behalf,  to
               repay the advance if it is ultimately  determined  that he or she
               did not meet the  standard for  indemnification  pursuant to this
               Article III; and

         3.    A  determination  pursuant to Virginia  law, as it may be amended
               from time to time,  is made that the  facts  then  known to those
               making the determination would not preclude indemnification under
               this Article III.

         The  undertaking  required by subsection 2 of this Paragraph C


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shall be an unlimited general obligation of the Director or Officer but need not
be secured and may be accepted without reference to his or her financial ability
to make repayment.

         Paragraph D. The  indemnification  provided  by this Article III  shall
not be  exclusive  of any other  rights to which any  Director or Officer may be
entitled,  including  without  limitation rights conferred by applicable law and
any right under  policies of insurance  that may be purchased and  maintained by
the Corporation or others,  even as to liabilities against which the Corporation
would  not have the  power to  indemnify  such  Director  or  Officer  under the
provisions of this Article III.

         Paragraph  E. The  Corporation  may  purchase  and maintain at its sole
expense insurance, in such amounts and on such terms and conditions as the Board
of  Directors  may deem  reasonable,  against all  liabilities  or losses it may
sustain in consequence of the indemnification provided for in this Article III.

         Paragraph  F. The Board of  Directors  shall have the power but not the
obligation,  generally and in specific cases, to indemnify  employees and agents
of the  Corporation  to the same  extent as  provided  in this  Article III with
respect to Directors or Officers.  The Board of Directors is hereby empowered by
a majority vote of a quorum of disinterested Directors to contract in advance to
indemnify any Director or Officer.  The Board of Directors is further empowered,
by  majority  vote  of  a  quorum  of  disinterested  Directors,  to  cause  the
Corporation to contract in advance to indemnify any person who is not a Director
or Officer who was or is a party to any  Proceeding,  by reason of the fact that
he or she is or was an employee or agent of the  Corporation,  or was serving at
the  request of the  Corporation  as  Director,  Officer,  employee  or agent of
another corporation,  partnership, joint venture trust, employee benefit plan or
other  enterprise,  to the same  extent as if such  person  were a  Director  or
Officer.

         Paragraph G. To the full extent that  Virginia law, as it exists on the
date hereof or may hereafter be amended,  permits the  limitation or elimination
of the liability of Directors  and Officers,  a Director or Officer shall not be
liable to the Corporation or its shareholders for any monetary damages in excess
of one dollar.

         Paragraph H.  In this Article III:

                  "Director" means an individual who is or was a director of the
         Corporation or an individual who, while a director of the  Corporation,
         is or was serving at the Corporation's request as a director,  officer,
         partner,  trustee,  employee,  or agent of another  foreign or domestic
         corporation,  partnership, joint venture, trust, employee benefit plan,
         or other enterprise. A director is considered to be serving an employee
         benefit  plan  at  the  Corporation's  request  if  his


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         duties to the corporation  also impose duties on, or otherwise  involve
         services by, him to the plan or to participants in or  beneficiaries of
         the plan. "Director" includes the estate or personal  representative of
         a director.

                  "Officer"  means an individual who is or was an officer of the
         Corporation or an individual who is or was serving at the Corporation's
         written request as a director,  officer,  partner, trustee, employee or
         agent of another foreign or domestic  corporation,  partnership,  joint
         venture, trust, employee benefit plan, or other enterprise.  An officer
         is  considered   to  be  serving  an  employee   benefit  plan  at  the
         Corporation's  request if his  duties to the  Corporation  also  impose
         duties  on, or  otherwise  involve  services  by, him to the plan or to
         participants in or  beneficiaries of the plan.  "Officer"  includes the
         estate or personal  representative  of an officer.  Except as set forth
         above "Officer" does not include officers of corporations controlled by
         the Corporation.

                  "Expenses" includes but is not limited to counsel fees.

                  "Liability"   means  the   obligation   to  pay  a   judgment,
         settlement,  penalty, fine, including without limitation any excise tax
         assessed  with  respect to an  employee  benefit  plan,  or  reasonable
         Expenses incurred with respect to a Proceeding.

                  "Party"  includes an individual  who was, is, or is threatened
         to be made a named defendant or respondent in any Proceeding.

                  "Proceeding"  means  any  threatened,   pending  or  completed
         action, suit, or proceeding, whether civil, criminal, administrative or
         investigative and whether formal or informal.

                                   ARTICLE IV
                                    DIRECTORS

         Paragraph  A. Except as  otherwise  fixed by any  articles of amendment
adopted by the Board of Directors pursuant to Paragraph D of Article II relating
to the  rights  of the  holders  of any  series  of  Preferred  Stock  to  elect
additional directors under specified circumstances,  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 initial directors, whose terms shall expire at the first
shareholders' meeting at which directors are elected, shall be:


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Thomas P. Baker                    Charles R. Borchardt
P.O. Box 26                        240 Inglecress Drive
Cobham, VA 22929-0026              Charlottesville, VA 22901

Henry J. Browne                    Douglas E. Caton
P.O. Box 1464                      4 Deer Park
Charlottesville, VA 22902          Earlysville, VA 22903

Robert P. Englander                Harry N. Lewis
515 Wiley Drive                    1313 Hilltop Road
Charlottesville, VA 22901          Charlottesville, VA  22903

Barry L. Musselman                 John E. Metz
10006 Walsham Court                106 Meadowbrook Court
Richmond, VA 23233                 Charlottesville, VA 22901

Oscar W. Smith, Jr.
759 Bedford Hills Drive
Earlysville, VA 22936

         Commencing with the first shareholders'  meeting at which directors are
elected,  the  directors,  other than those who may be elected by the holders of
any series of Preferred Stock, shall be classified, with respect to the time for
which they severally hold office,  into three classes, as nearly equal in number
as  possible,  one class to be  originally  elected  for a term  expiring at the
annual  meeting  of  stockholders  to be  held  in  1994,  another  class  to be
originally  elected for a term expiring at the annual meeting of stockholders to
be held in 1995 and another class to be  originally  elected for a term expiring
at the annual  meeting of  stockholders  to be held in 1996,  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.

         Paragraph B. Advance notice of stockholder nominations for the election
of  directors  shall  be given  in the  manner  provided  in the  Bylaws  of the
Corporation.

         Paragraph  C. Except as  otherwise  fixed by any  articles of amendment
adopted by the Board of Directors pursuant to Paragraph D of Article II relating
to the rights of the holders of any series of Preferred Stock to elect directors
under specified  circumstances,  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  only by


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               issued and outstanding  shares of the Corporation's  Common Stock
               vote in favor of such action.

         This  Paragraph C shall not affect the power of the Board of  Directors
to condition its  submission of any plan of merger,  share exchange or direct or
indirect sale, lease,  exchange or other disposition of all or substantially all
of the Corporation's property, otherwise than in the usual and regular course of
business, on any basis, including the requirement of a greater vote.

         Paragraph  E.  For  purposes  of these  Articles  of  Incorporation  an
abstention  or  failure to vote  shall not be  considered  a vote in favor of or
opposing any particular action.

         Paragraph F. For purposes of this Article VI, a Continuing  Director is
(i) any  individual  who is an  initial  director  named  in these  Articles  of
Incorporation,  (ii)  any  individual  who has  been  elected  to the  Board  of
Directors of the  Corporation  at an annual meeting of the  stockholders  of the
Corporation more than one time or (iii) any individual who was elected to fill a
vacancy  on the  Board of  Directors  and  received  the  affirmative  vote of a
majority  of the  Continuing  Directors  then  on the  Board  of  Directors  and
thereafter  elected  to the  Board of  Directors  at an  annual  meeting  of the
stockholders of the Corporation at least one time

                                   ARTICLE VII
                           REGISTERED OFFICE AND AGENT

         The post office address of the initial  registered  office is Two James
Center, 1021 East Cary Street, Richmond, Virginia 23219, which is located in the
City of Richmond.  The name of the initial registered agent is Wayne A. Whitham,
Jr., who is a resident of Virginia  and a member of the Virginia  State Bar, and
whose business office is the same as the registered office of the Corporation.