EXHIBIT
3.1(i)




ARTICLES
OF INCORPORATION


OF


CARROLLTON
BANCORP







FIRST:  I,
Charles A. Berardesco, whose post office address is Seven Saint Paul Street,
Baltimore, Maryland 21202-1626, being of the age of majority, hereby form a
corporation under and by virtue of the general laws of the State of
Maryland.




SECOND: The name
of the corporation (hereinafter called the “Corporation”) is:




CARROLLTON
BANCORP




THIRD: The
purposes for which the Corporation is formed are:




(1)  To
acquire by purchase, subscription or otherwise, and to receive, hold, own,
guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any and all securities, as such term is
hereinafter defined, issued or created by any corporation, firm, organization,
association or other entity, public or private, whether formed under the laws of
the United States of America or of any state, commonwealth, dependency or
possession thereof, or of any foreign country or of any political subdivision or
territory thereof, or issued or created by the United States of America or any
state or commonwealth thereof or any foreign country, or by any agency,
subdivision, territory, dependency, possession or municipality of any of the
foregoing, and as owner thereof to possess and exercise all the rights, powers,
and privileges of ownership, including the right to execute consents and vote
thereon, and to do any and all acts and things necessary or advisable for the
preservation, protection, improvement and enhancement in value
thereof.




The term
“securities” as used in this Article shall mean any and all notes, stocks,
treasury stocks, bonds, debentures, evidences of indebtedness, certificates of
interest or participation in any profit-sharing agreement, collateral-trust
certificates, preorganization certificates or subscriptions, transferable
shares, investment contracts, voting trust certificates, certificates of deposit
for a security, fractional undivided interests in oil, gas, or other mineral
rights, or, in general, any interests or instruments commonly known as
“securities”, or any and all certificates of interest or participation in,
temporary or interim certificates for, receipts for, guaranties of, or warrants
or rights to subscribe to or purchase, any of the foregoing.




(2)  To do
anything permitted by Section 2-103 of the Maryland General Corporation Law, as
amended from time to time, and any and all other lawful acts.




FOURTH:  The post
office address of the principal office of the Corporation in this State is Two
Charles Plaza, Charles and Saratoga Streets, Baltimore, Maryland
21201.  The name and post office address of the Resident Agent of the
Corporation in this State are RESAGENT, INC., Seven Saint Paul Street,
Baltimore, Maryland 21202-1626; said Resident Agent is a Maryland
corporation.









FIFTH:  The total
number of shares of capital stock which the Corporation has authority to issue
is Five Million (5,000,000) shares of Common Stock, with a par value of Ten
Dollars ($10.00) per share.  The aggregate par value of all shares of
capital stock is $50,000,000.




SIXTH:  The
number of directors of the Corporation shall be twelve (12) which number may be
increased or decreased pursuant to the Bylaws of the Corporation, but shall
never be less than the minimum number required by the provisions of the Maryland
General Corporation Law.  Any director, or the entire Board of
Directors, may be removed from office at any time, but only for cause and then
only by the affirmative vote of the holders of at least 80% of the aggregate
number of votes entitled to be cast in the election of directors.




The
following persons shall serve as directors until the 1991 annual meeting of
stockholders:




Albert
R.  Counselman


John
P.  Hauswald


Eugene
C.  Johnson


William
C.  Rogers, Jr.





The
following persons shall serve as directors until the 1992 annual meeting of
stockholders:




C.  Edward
Hoerichs


Allen
Quille


John Paul
Rogers


Anthony
L.  Zentgraf





The
following persons shall serve as directors until the 1993 annual meeting of
stockholders:




Samuel
M.  Dell, Jr.


Leo
A.  O’Dea


Virginia
V.  Roeder


William
McCallister





At each
annual meeting of stockholders beginning in 1991, successors to the class of
directors whose term expires at that annual meeting shall be elected for a term
of three years.




SEVENTH:  No
director or officer of the Corporation shall be personally liable to the
Corporation or its stockholders for money damages, other than (a) to the extent
that it is proved that the person actually received an improper benefit or
profit in money, property, or in services, for the amount of the benefit or
profit in money, property, or services actually received, or (b) to the extent
that a judgment or other final adjudication adverse to the person is entered in
a proceeding based on a finding in the proceeding that the person’s action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding.




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EIGHTH:  Except as
the Bylaws of the Corporation may otherwise provide, no indemnification shall be
provided for any officer or director or for any employee or agent of the
Corporation or of any predecessor of the Corporation or any other
entity.




NINTH:  No holder
of stock of any class shall have any preemptive right to subscribe to or
purchase any additional shares of any class, or any bonds or convertible
securities of any nature; provided, however, that the Board of Directors may, in
authorizing the issuance of stock of any class, confer any preemptive right that
the Board of Directors may deem advisable in connection with such
issuance.




TENTH:  In
carrying on its business or for the purpose of attaining or furthering any of
its objectives the Corporation shall have all of the rights, powers and
privileges granted to corporations by the laws of the State of Maryland and the
power to do any and all acts and things which a natural person or partnership
could do and which may now or hereafter be authorized by law, either alone or in
partnership or conjunction with others.  In furtherance and not in
limitation of the powers conferred by law, the powers of the Corporation and of
directors and stockholders shall include the following:




(a)  To make
any amendment of its Charter, now or hereafter authorized by law, including any
amendment which alters the contract rights, as expressly set forth in its
Charter, of any outstanding stock.




(b)  The Board
of Directors of the Corporation is hereby specifically authorized and empowered
to classify or reclassify any unissued stock from time to time by setting or
changing the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms or
conditions of redemption of the stock.




(c)  The Board
of Directors shall, in connection with the exercise of its business judgment
involving any actual or proposed transaction which would or may involve a change
in control of the Corporation (whether by purchases of shares of stock or any
other securities of the Corporation in the open market, or otherwise, tender
offer, merger, consolidation, dissolution, liquidation, sale of all or
substantially all of the assets of the Corporation, proxy solicitation or
otherwise), in determining what is in the best interests of the Corporation and
its stockholders and in making any recommendation to its stockholders, give due
consideration to all relevant factors, including, but not limited to (1) the
economic effect, both immediate and long-term, upon the Corporation’s
stockholders, including any stockholders, if any, who do not participate in the
transaction; (b) the social and economic effect on the employees, depositors and
customers of, and others dealing with, the Corporation and its subsidiaries and
on the communities in which the Corporation and its subsidiaries operate or are
located; (c) whether the proposal is acceptable based on the historical and
current operating results or financial condition of the Corporation; (d) whether
a more favorable price could be obtained for the Corporation’s stock or other
securities in the future; (e) the reputation and business practices of the
offeror and its management and affiliates as they would affect the employees of
the Corporation and its subsidiaries; (f) the future value of the stock or any
other securities of the Corporation; and (g) any antitrust or other legal and
regulatory issues that are raised by the proposal.  If the Board of
Directors determines that any actual or proposed transaction which would or may
involve a change in control of the Corporation should be


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rejected,
it may take any lawful action to defeat such transaction, including, but not
limited to, any or all of the following: advising stockholders not to accept the
proposal; instituting litigation against the party making the proposal; filing
complaints with governmental and regulatory authorities; acquiring the stock or
any of the securities of the Corporation; selling or otherwise issuing
authorized but unissued stock, other securities or treasury stock or granting
options with respect thereto; acquiring a company to create an antitrust or
other regulatory problem for the party making the proposal; and obtaining a more
favorable offer from another individual or entity.




IN
WITNESS WHEREOF, I do hereby acknowledge these Articles of Incorporation to
be my act this 11th day of January, 1990.









/s/
Charles A.  Berardesco


Charles
A.  Berardesco