AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                         BANCTRUST FINANCIAL GROUP, INC.
 
                                   ARTICLE ONE
 
     The name of the Corporation shall be "BancTrust Financial Group, Inc."
 
                                   ARTICLE TWO
 
     (a) Capital Stock. The total number of shares of capital stock which the
Corporation shall have authority to issue is 20,500,000 shares, consisting of:
(1) 20,000,000 shares of Common Stock with a par value of $.01 per share and (2)
500,000 shares of Preferred Stock.
 
     (b) Preferred Stock. Shares of Preferred Stock may be issued from time to
time in one or more classes or series as may be determined from time to time by
the Board of Directors, each such class or series to be distinctly designated.
Except in respect of the particulars fixed by the Board of Directors for classes
or series provided for by the Board of Directors as permitted hereby, all shares
of Preferred Stock shall be of equal rank and shall be identical. All shares of
any one series of Preferred Stock so designated by the Board of Directors shall
be alike in every particular, except that shares of any one series issued at
different times may differ as to the dates from which dividends thereon shall be
cumulative. The voting powers, if any, of each such class or series and the
preferences and relative, participating, optional and other special rights of
each such class or
 
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series and the qualifications, limitations and restrictions thereof, if any, may
differ from those of any and all other classes or series at any time
outstanding; and the Board of Directors of the Corporation is hereby expressly
granted authority to fix, by resolutions duly adopted prior to the issuance of
any shares of a particular class or series of Preferred Stock so designated by
the Board of Directors, the voting powers, full or limited, or no voting powers,
and such designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions of the
class or series of Preferred Stock, including, but without limiting the
generality of the foregoing, the following:
 
          (1) The distinctive designation of, and the number of shares of
     Preferred Stock which shall constitute, such class or series; such number
     may be increased (except where otherwise provided by the Board of
     Directors) or decreased (but not below the number of shares thereof then
     outstanding) from time to time by like action of the Board of Directors;
 
          (2) The rate and time at which, and the terms and conditions upon
     which, dividends, if any, on Preferred Stock of such class or series shall
     be paid, the extent of the preference or relation, if any, of such
     dividends to the dividends payable on any other class or classes or series
     of the same or other classes of stock, and whether such dividends shall be
     cumulative or non-cumulative;
 
          (3) The right, if any, of the holders of Preferred Stock of such class
     or series to convert the same into, or exchange the same for, shares of any
     other class or classes or of any series of the same or any other class or
     classes of stock and the terms and conditions of such conversion or
     exchange;
 
          (4) Whether or not Preferred Stock of such class or series shall be
     subject to redemption, and the redemption price or prices and the time or
     times at which, and the terms and conditions upon which, Preferred Stock of
     such class or series may be redeemed;
 
          (5) The rights, if any, of the holders of Preferred Stock of such
     class or series upon the voluntary or involuntary liquidation of the
     Corporation;
 
          (6) The terms of the sinking fund or redemption or purchase account,
     if any, to be provided for the Preferred Stock of such class or series; and
 
          (7) The voting powers, full or limited, or no voting powers, of the
     holders of such class or series of Preferred Stock.
 
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     The Board of Directors of the Corporation is further expressly vested with
the authority to make the voting powers, designations, preferences, rights and
qualifications, limitations or restrictions of any class or series of Preferred
Stock dependent upon facts ascertainable outside these Articles of Incorporation
or of any amendment hereto, or outside the resolution or resolutions providing
for the issue of such stock adopted by the Board of Directors, provided that the
manner in which such facts shall operate upon the voting powers, designations,
preferences, rights and qualifications, limitations or restrictions of such
class or series of Preferred Stock is clearly and expressly set forth in the
resolution or resolutions providing for the issuance of such stock adopted by
the Board of Directors.
 
     (c) Board of Directors Authority. Except as otherwise provided in these
Articles of Incorporation, the Board of Directors shall have authority to
authorize the issuance, from time to time without any vote or other action by
the shareholders, of any or all shares of stock of the Corporation of any class
or series at any time authorized, and any securities convertible into or
exchangeable for any such shares, and any options, rights or warrants to
purchase or acquire any such shares, in each case to such persons and on such
terms (including as a dividend or distribution on or with respect to, or in
connection with a split or combination of, the outstanding shares of stock of
the same or any other class) as the Board of Directors from time to time in its
discretion lawfully may determine; provided, however, that the consideration for
the issuance of shares of stock of the Corporation having par value (unless
issued as such a dividend or distribution or in connection with such a split or
combination) shall not be less than such par value. Shares so issued shall be
fully paid stock, and the holders of such stock shall not be liable for any
further call or assessments thereon.
 
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                                  ARTICLE THREE
 
     The location and mailing address of the Corporation's initial registered
office, and the name of its initial registered agent at such address, are as
follows:
 
     F. Michael Johnson
     BancTrust Financial Group, Inc.
     100 St. Joseph Street
     Mobile, Alabama 36602
 
                                  ARTICLE FOUR
 
     The name and address of the incorporator are as follows:
 
     Brooks P. Milling, Esq.
     Hand Arendall, L.L.C.
     3000 AmSouth Bank Building
     Mobile, Alabama 36602
 
                                  ARTICLE FIVE
 
     (a) The number of directors which shall constitute the whole board shall
not be less than three nor more than thirty. The number of directors
constituting the initial board of directors shall be three (3), and the names
and addresses of the persons who are to serve as directors until the first
annual meeting of shareholders, or until their successors be elected and
qualify, are as follows:
 
     W. Bibb Lamar, Jr.                 F. Michael Johnson
     BancTrust Financial Group, Inc.    BancTrust Financial Group, Inc.
     100 St. Joseph Street              100 St. Joseph Street
     Mobile, Alabama 36602              Mobile, Alabama 36602
 
     Stephen G. Crawford
     Hand Arendall, L.L.C.
     3000 AmSouth Bank Building
 
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     Mobile, Alabama 36602
 
     (b) The board at the time these Amended and Restated Articles of
Incorporation become effective consists of nineteen (19) directors. Thereafter,
within the limits above specified and subject to the limitation contained in
Section 10-2B-8.03(b) of the Alabama Business Corporation Act, the number of
directors shall be determined by resolution of the board of directors. The
directors shall be elected at the annual meeting of the shareholders, except as
provided in Subparagraph (c) of this Article, and each director elected shall
hold office until his successor is elected and qualified, unless sooner
displaced. Directors need not be shareholders.
 
     (c) Vacancies and newly created directorships resulting from any increase
in the authorized number of directors may be filled by a majority of the
directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.
 
                                   ARTICLE SIX
 
     The purpose of the Corporation is to own and hold capital stock and other
ownership interests in state and national banks and other entities permitted to
be owned by bank holding companies, to be a registered bank holding company and
to engage in any lawful act or activity which is now or hereafter permitted to a
bank holding company or other corporation organized under
 
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the Alabama Business Corporation Act (the "ABCA") or by any other law of Alabama
and by these Articles of Incorporation, and to exercise any and all powers
incidental thereto.
 
                                  ARTICLE SEVEN
 
     The affirmative vote of the holders of not less than seventy-five percent
(75%) of the outstanding stock of the Corporation entitled to vote shall be
required for approval if (1) this Corporation merges or consolidates with any
other corporation if such other corporation and its affiliates in the aggregate
are directly or indirectly the beneficial owners of more than five percent (5%)
of the total voting power of all outstanding shares of the voting stock of this
Corporation (such other corporation being herein referred to as a "Related
Corporation"), or if (2) this Corporation sells or exchanges all or a
substantial part of its assets to or with such Related Corporation, or if (3)
this Corporation issues or delivers any stock or other securities of its issue
in exchange or payment for any properties or assets of such Related Corporation
or securities issued by such Related Corporation, or in a merger of any
affiliate of this Corporation with or into such Related Corporation or any of
its affiliates; provided, however, that the foregoing shall not apply to any
such merger, consolidation, sale or exchange, or issuance or delivery of stock
or other securities which was approved by the affirmative vote of not fewer than
seventy-five percent (75%) of the directors of this Corporation, nor shall it
apply to any such transaction solely between this Corporation and another
corporation fifty percent (50%) or more of the voting stock of which is owned by
this Corporation. For the purposes hereof, an "affiliate" is any person
(including a corporation, partnership, trust, estate or individual) who
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the person specified. "Control"
 
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<PAGE>
 
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise; and, in computing the
percentage of outstanding voting stock beneficially owned by any person, the
shares outstanding and the shares owned shall be determined as of the record
date fixed to determine the shareholders entitled to vote or express consent
with respect to such proposal. The shareholder vote, if any, required for
mergers, consolidations, sales or exchanges of assets or issuances of stock or
other securities not expressly provided for in this Article, shall be such as
may be required by applicable law. A "substantial part" of the Corporation's
assets shall mean assets the book value of which comprises more than twenty
percent (20%) of the book value, or the fair market value of which comprises
more than twenty percent (20%) of the fair market value, of the total assets of
the Corporation and its subsidiaries taken as a whole, as of the end of the most
recent fiscal year ended prior to the time the determination is made.
 
                                  ARTICLE EIGHT
 
     No action shall be taken by the shareholders except at an annual or special
meeting of shareholders. No action shall be taken by shareholders by written
consent.
 
                                  ARTICLE NINE
 
     Special meetings of the shareholders of the Corporation for any purpose or
purposes may be called at any time in the manner specified in Sections
10-2B-7.02(a)2 and 7.02(a)(3) of the Alabama Business Corporation Act, by the
Board of Directors, or by a majority of the members of the Board of Directors,
or by a committee of the Board of Directors which has been duly designated by
the
 
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<PAGE>
 
Board of Directors and whose powers and authority, as provided in a resolution
of the Board of Directors or in the bylaws of the Corporation, include the power
to call such meetings, but such special meetings may not be called by any other
person or persons.
 
                                   ARTICLE TEN
 
     In furtherance and not in limitation of the powers now or hereafter
conferred by statute, the Board of Directors is expressly authorized:
 
          (a) To make, alter or repeal the bylaws of the Corporation.
 
          (b) To authorize and cause to be executed mortgages and liens upon the
     real and personal property of the Corporation.
 
          (c) To set apart out of any of the funds of the Corporation available
     for dividends a reserve or reserves for any proper purpose and to abolish
     any such reserve in the manner in which it was created.
 
          (d) By a majority of the whole board, to designate one or more
     committees, each committee to consist of one or more of the directors of
     the Corporation. The board may designate one or more directors as alternate
     members of any committee, who may replace any absent or disqualified member
     at any meeting of the committee. The bylaws may provide that in the absence
     or disqualification of a member of a committee, the member or members
     thereof present at any meeting and not disqualified from voting, whether or
     not he or they constitute a quorum, may unanimously appoint another member
     of the Board of Directors to act at the meeting in the place of any such
     absent or disqualified member. Any such committee, to the extent provided
     in the resolution of the Board of Directors, or in the bylaws of the
     Corporation, shall have and may exercise all the powers and authority of
     the Board of Directors to the extent permitted by law.
 
                                 ARTICLE ELEVEN
 
     (a) Personal Liability of Directors
 
          (1) A director of the Corporation shall not be personally liable to
     the Corporation or its shareholders for monetary damages for any action
     taken, or any failure to take action, as a director, except for liability
     for (i) the amount of a financial benefit received by a
 
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<PAGE>
 
     Director to which he or she is not entitled, (ii) an intentional infliction
     of harm on the Corporation or the shareholders, (iii) a violation of ss.
     10-2B-8.33 of the ABCA, (iv) an intentional violation of criminal law, or
     (v) a breach of the director's duty of loyalty to the Corporation or its
     shareholders. If the ABCA is amended after these Articles of Incorporation
     are filed to authorize corporate action further eliminating or limiting the
     personal liability of directors, the liability of a director of the
     Corporation shall be eliminated or limited to the fullest extent permitted
     by the ABCA, as so amended.
 
          (2) Any repeal or modification of the foregoing subparagraph (1) by
     the shareholders of the Corporation shall not affect adversely any right or
     protection of a director of the Corporation existing at the time of that
     repeal or modification.
 
     (b) Indemnification.
 
          (1) Actions Against Corporation. The Corporation shall indemnify any
     person who was or is a party or is threatened to be made a party to any
     threatened, pending or completed claim, action, suit or proceeding, whether
     civil, criminal, administrative or investigative, including appeals (other
     than an action by or in the right of the Corporation in which such person
     was adjudged liable to the Corporation or any proceeding in which such
     person is adjudged liable on the basis of receipt of improper personal
     benefit), by reason of the fact that he is or was a director or officer of
     the Corporation (including, without limitation, conduct with respect to an
     employee benefit plan), or is or was serving at the request of the
     Corporation as a director, officer or partner of another corporation,
     partnership, joint venture, trust or other enterprise, against reasonable
     expenses (including attorneys' fees), judgments, fines and amounts paid in
     settlement and incurred by him in connection with such claim, action, suit
     or proceeding if he acted in good faith and in a manner he reasonably
     believed to be in or, if not acting in his official capacity, not opposed
     to the best interests of the Corporation (or of the participants or
     beneficiaries of an employee benefit plan, in the case of conduct with
     respect to such a plan), and, with respect to any criminal action or
     proceeding, had no reasonable cause to believe his conduct was unlawful.
     The termination of any claim, action, suit or proceeding by judgment,
     order, settlement, conviction, or upon a plea of nolo contendere or its
     equivalent, shall not, of itself, be determinative that the person did not
     act in good faith and in a manner which he reasonably believed to be in or
     not opposed to the best interests of the Corporation, as the case may be,
     and with respect to any criminal action or proceeding, had no reasonable
     cause to believe that his conduct was unlawful.
 
          (2) Actions by or in the Right of the Corporation. The Corporation
     shall indemnify any person who was or is a party or is threatened to be
     made a party to any threatened, pending or completed claim, action or suit
     by or in the right of the Corporation to procure a judgment in its favor by
     reason of the fact that he is or was a director or officer of the
     Corporation, or is or was serving at the request of the Corporation as a
     director, officer or partner of another corporation, partnership, joint
     venture, trust or other enterprise against expenses (including attorneys'
     fees) reasonably incurred by him in connection with the
 
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<PAGE>
 
     defense or settlement of such action or suit if he acted in good faith and
     in a manner he reasonably believed to be in or, if not acting in his
     official capacity, not opposed to the best interests of the Corporation and
     except that no indemnification shall be made in respect of any such claim,
     issue or matter as to which such person shall have been adjudged to be
     liable to the Corporation, unless and only to the extent that the court in
     which such action or suit was brought or another court of competent
     jurisdiction shall determine upon application that, despite the
     adjudication of liability but in view of all circumstances of the case,
     such person is fairly and reasonably entitled to indemnity for such
     expenses as such court shall deem proper.
 
          (3) Successful Defense. To the extent that a director or officer of
     the Corporation has been successful on the merits or otherwise in defense
     of any action, suit or proceeding referred to in Subparagraphs (1) or (2)
     of Subsection (b) of this Article Eleven, or in defense of any claim, issue
     or matter therein, he shall be indemnified against reasonable expenses
     (including attorneys' fees) incurred by him in connection therewith,
     notwithstanding that he has not been successful on any other claim, issue
     or matter in any such action, suit or proceeding.
 
          (4) Determination of Indemnification. Any indemnification under
     Subparagraphs (1) or (2) of Subsection (b) of this Article Eleven (unless
     ordered by a court of competent jurisdiction) shall be made by the
     Corporation only as authorized in the specific case upon a determination
     that indemnification of the director, officer or partner is proper in the
     circumstances because he has met the applicable standard of conduct set
     forth in Subparagraphs (1) or (2) of Subsection (b) of this Article Eleven.
     Such determination shall be made (A) by the board of directors by a
     majority vote of a quorum consisting of directors not at the time parties
     to such claim, action, suit or proceeding, or its said committee referred
     to in this section or (B) if such quorum is not obtainable, by a majority
     vote of a committee duly designated by the directors (with participation in
     such designation permitted by directors who are parties) consisting solely
     of two or more directors not at the time parties thereto, or (C) if such a
     quorum is not obtainable, or, even if obtainable, a quorum of disinterested
     directors so directs, by special legal counsel selected in accordance with
     the Alabama Business Corporation Act, or (D) by the shareholders except
     that shares owned by or voted under the control of directors who are at the
     time parties to the proceeding may not be voted on the determination. A
     majority of the shares remaining entitled to vote on the determination
     (that is after the exclusion of the said shares not entitled to be so voted
     thereon) constitutes a quorum for the purposes of taking shareholder action
     under this Article Eleven.
 
          (5) Advanced Expenses. Expenses (including attorneys' fees) incurred
     in defending a civil or criminal claim, action, suit or proceeding may be
     paid by the Corporation in advance of the final disposition of such claim,
     action, suit or proceeding as authorized in the manner provided in
     Subparagraph (4) of Subsection (b) of this Article Eleven upon (A) receipt
     of a written affirmation by the director or officer seeking the advance of
     a good faith belief that he or she has met the standard of conduct required
     under
 
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<PAGE>
 
     this Article Eleven, (B) receipt of an undertaking as an unlimited general
     obligation (without the necessity of security and without reference to
     financial ability to make repayment) by or on behalf of the director or
     officer to repay such amount if and to the extent that it shall be
     ultimately determined that he is not entitled to be indemnified by the
     Corporation as authorized in this Article Eleven and (C) a determination
     (made by the person or persons and in the manner specified in Subparagraph
     (4) of Subsection (b) of this Article Eleven) that the facts then known to
     those making said determination would not preclude indemnification under
     this Article Eleven.
 
          (6) Non-Exclusiveness. The indemnification authorized by this Article
     Eleven shall not be deemed exclusive of and shall be in addition to any
     other right (whether created prior or subsequent to the adoption of these
     Articles of Incorporation) to which those indemnified may be entitled under
     any statute, rule of law, provisions of Articles of Incorporation, bylaws,
     agreement, 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 or partner and shall inure to the
     benefit of the heirs, executors and administrators of such a person. This
     Article Eleven does not and shall not be deemed to limit or restrict the
     authority and power of the Corporation to pay or reimburse expenses
     incurred by such person in connection with his or her appearance as a
     witness in a proceeding at a time when he or she has not been made a named
     defendant or respondent therein.
 
          (7) Insurance. The Corporation shall have power to purchase and
     maintain insurance or furnish similar protection (including, but not
     limited to, trust funds, self-insurance reserves, or the like) on behalf of
     any person who is or was a director, officer, employee or agent of the
     Corporation, or is or was serving at the request of the Corporation as a
     director, officer, partner, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise against any liability
     asserted against him and incurred by him in any such capacity or arising
     out of his status as such, whether or not the Corporation would have the
     power to indemnify him against such liability under the provisions of this
     Article Eleven.
 
                                 ARTICLE TWELVE
 
     (a) Nominations for the election of directors and proposals for any new
business to be taken up at any annual or special meeting of shareholders may be
made by the board of directors of the Corporation or by any shareholder of the
Corporation entitled to vote generally in the election of directors. In order
for a shareholder of the Corporation to make any such nominations and/or
 
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<PAGE>
 
proposals, he or she shall give notice thereof in writing, delivered or mailed
by first class United States mail, postage prepaid, to the Secretary of the
Corporation not less than thirty days nor more than sixty days prior to the date
of any such meeting. Each such notice given by a shareholder with respect to
nominations for the election of directors shall set forth (i) the name, age,
business address and, if known, residence address of each nominee proposed in
such notice, (ii) the principal occupation or employment of each such nominee,
and (iii) the number of shares of stock of the Corporation which are
beneficially owned by each such nominee. In addition, the shareholder making
such nomination shall promptly provide any other information reasonably
requested by the Corporation.
 
     (b) Each such notice given by a shareholder to the Secretary with respect
to business proposals to be brought before a meeting shall set forth in writing
as to each matter: (i) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting;
(ii) the name and address, as they appear on the Corporation's books, of the
shareholder proposing such business; (iii) the class and number of shares of the
Corporation which are beneficially owned by the shareholder; and (iv) any
material interest of the shareholder in such business. Notwithstanding anything
in these Articles of Incorporation to the contrary, no new business shall be
conducted at the meeting except in accordance with the procedures set forth in
this Article.
 
     (c) The Chairman of the annual or special meeting of shareholders may, if
the facts warrant, determine and declare to such meeting that a nomination or
proposal was not made in accordance with the foregoing procedure, and, if he
should so determine, he shall so declare to the meeting and the defective
nomination or proposal shall be disregarded and laid over for action at the
 
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<PAGE>
 
next succeeding special or annual meeting of the shareholders taking place
thirty days or more thereafter. This provision shall not require the holding of
any adjourned or special meeting of shareholders for the purpose of considering
such defective nomination or proposal.
 
                                ARTICLE THIRTEEN
 
     The Corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation in the manner now or hereafter
prescribed by statute, and all rights conferred upon shareholders herein are
granted subject to this reservation; provided, however, that the provisions of
Articles Seven, Eight, Nine and Twelve and this Article Thirteen may not be
repealed or amended in any respect unless, in addition to other statutory
requirements, such repeal or amendment is approved by either the affirmative
vote of the holders of not less than seventy-five percent (75%) of the
outstanding stock of the Corporation entitled to vote or the affirmative vote of
not less than seventy-five percent (75%) of the directors.
 
                                ARTICLE FOURTEEN
 
     Shareholders of the Corporation shall not have any preemptive right to
acquire the Corporation's unissued shares.
 
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