EXHIBIT 10.3
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                              BECKLEY BANCORP, INC.

                             1994 STOCK OPTION PLAN


      1.  Purpose of the Plan.  The Plan shall be known as the Beckley  Bancorp,
Inc.  ("Corporation")  1994 Stock Option Plan (the  "Plan").  The purpose of the
Plan is to attract and retain the best  available  personnel  for  positions  of
substantial  responsibility  and to provide  additional  incentive  to officers,
directors and key employees of the Corporation,  or any present or future parent
or subsidiary  of the  Corporation  to promote the success of the business.  The
Plan is intended to provide for the grant of "Incentive  Stock Options,"  within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code") and Non-Incentive  Stock Options,  options that do not so qualify.  Each
and every one of the provisions of the Plan relating to Incentive  Stock Options
shall be interpreted to conform to the requirements of Section 422 of the Code.

       2.   Definitions.  As used herein, the following definitions shall apply.

            (a) "Award" means the grant by the  Committee of an Incentive  Stock
Option or a Non-Incentive Stock Option, or any combination  thereof, as provided
in the Plan.

            (b) "Bank" shall mean Beckley Federal Savings Bank, or any successor
corporation thereto.

            (c) "Board" shall mean the Board of Directors of the Corporation, or
any successor or parent corporation thereto.

            (d) "Code" shall mean the Internal Revenue Code of 1986, as amended.

            (e) "Committee"  shall mean the Stock Option Committee  appointed by
the Board in accordance with paragraph 5(a) of the Plan.

            (f)  "Common  Stock"  shall mean  common  stock,  par value $.10 per
share, of the Corporation, or any successor or parent corporation thereto.

            (g)  "Continuous  Employment" or "Continuous  Status as an Employee"
shall mean the absence of any interruption or termination of employment with the
Corporation  or any present or future Parent or  Subsidiary of the  Corporation.
Employment  shall  not be  considered  interrupted  in the  case of sick  leave,
military leave or any other leave of absence  approved by the  Corporation or in
the case of transfers between payroll  locations,  of the Corporation or between
the Corporation, its Parent, its Subsidiaries or a successor.

            (h) "Corporation"  shall mean the Beckley Bancorp,  Inc., the parent
corporation for the Bank, or any successor or Parent thereof.

            (i) "Director"  shall mean a member of the Board of the Corporation,
or any successor or parent corporation thereto.

            (j)   "Effective Date" shall mean the date specified in Section 15
 hereof.

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            (k) "Employee"  shall mean any person employed by the Corporation or
any present or future Parent or Subsidiary of the Corporation.

            (l)  "Incentive  Stock  Option"  or "ISO"  shall  mean an  option to
purchase  Shares granted by the Committee  pursuant to Section 8 hereof which is
subject to the limitations and  restrictions of Section 8 hereof and is intended
to qualify under Section 422 of the Code.

            (m)  "Non-Incentive  Stock Option" or "Non-ISO" shall mean an option
to purchase  Shares  granted  pursuant to Section 9 hereof,  which option is not
intended to qualify under Section 422 of the Code.

            (n) "Option" shall mean an Incentive or  Non-Incentive  Stock Option
granted pursuant to this Plan providing the holder of such Option with the right
to purchase Common Stock.

            (o) "Optioned  Stock" shall mean stock subject to an Option  granted
pursuant to the Plan.

            (p) "Optionee" shall mean any person who receives an Option or Award
pursuant to the Plan.

            (q)  "Parent"  shall mean any  present or future  corporation  which
would be a "parent  corporation" as defined in Subsections 424(e) and (g) of the
Code.

            (r) "Participant" means any director, officer or key employee of the
Corporation  or any Parent or Subsidiary of the  Corporation or any other person
providing  a service to the  Corporation  who is selected  by the  Committee  to
receive an Award, or who by the express terms of the Plan is granted an Award.

            (s)   "Plan" shall mean the Beckley Bancorp, Inc. 1994 Stock Option
Plan.

            (t)   "Share" shall mean one share of the Common Stock.

            (u) "Subsidiary"  shall mean any present or future corporation which
would be a "subsidiary  corporation" as defined in Subsections 424(f) and (g) of
the Code.

       3.  Shares  Subject  to the Plan.  Except as  otherwise  required  by the
provisions of Section 13 hereof,  the aggregate number of Shares with respect to
which  Awards may be made  pursuant  to the Plan shall not exceed  29,512.  Such
Shares may either be authorized but unissued shares or treasury shares.

      An Award shall not be considered to be made under the Plan with respect to
any Option which terminates prior to its exercise, and new Awards may be granted
under the Plan with respect to the number of Shares as to which such termination
has occurred.



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      4.    Six Month Holding Period.

            A total of six months must  elapse  between the date of the grant of
an Option and the date of the sale of Common Stock received through the exercise
of an Option.

       5.   Administration of the Plan.

            (a)  (i)  Composition  of the  Committee.  Except  as  indicated  in
paragraph  5(a)(ii)  below,  the Plan  shall be  administered  by the  Committee
consisting of at least three non-employee Directors of the Corporation appointed
by the Board and serving at the pleasure of the Board. Officers,  Directors, key
employees  and  other  persons  who are  designated  by the  Committee  shall be
eligible to receive Awards under the Plan, and all persons designated as members
of the Committee  shall be  "disinterested  persons"  within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934.

                  (ii) For the  purpose of  granting  Awards to  directors,  the
selection of any  Director to whom Awards may be granted,  as well as the number
of Shares subject to Awards, must be determined by a "disinterested  committee",
as defined in Rule 16b-3 under the Securities Exchange Act of 1934.

            (b) Powers of the Committee.  The Committee is authorized  (but only
to the  extent  not  contrary  to the  express  provisions  of  the  Plan  or to
resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and
rescind  rules and  regulations  relating to the Plan, to determine the form and
content of Awards to be issued  under the Plan and to make other  determinations
necessary or advisable for the  administration  of the Plan,  and shall have and
may  exercise  such other power and  authority  as may be delegated to it by the
Board from time to time. A majority of the entire  Committee shall  constitute a
quorum and the action of a majority  of the  members  present at any  meeting at
which a quorum is present  shall be deemed the  action of the  Committee.  In no
event may the Committee  revoke  outstanding  Awards  without the consent of the
Participant.

            The Chairman of the  Corporation and such other officers as shall be
designated  by the  Committee  are  hereby  authorized  to  execute  instruments
evidencing Awards on behalf of the Corporation and to cause them to be delivered
to the Participants.

            (c)   Effect of Committee's Decision.  All decisions, determinations
and  interpretations  of  the  Committee  shall  be  final and conclusive on all
persons affected thereby.

       6.   Eligibility.

                   (i)  Awards  may  be  granted  to  officers,  Directors,  key
employees and other persons. The Committee shall from time to time determine the
officers, Directors, key employees and other persons who shall be granted Awards
under the Plan,  the number to be granted to each such  officer,  Director,  key
employee and other persons under the Plan,  and whether  Awards  granted to each
such Participant  under the Plan shall be Incentive and/or  Non-Incentive  Stock
Options.  In selecting  Participants  and in determining the number of Shares of
Common  Stock to be  granted  to each such  Participant  pursuant  to each Award
granted  under the Plan,  the  Committee may consider the nature of the services
rendered by each such Participant, each such Participant's current and potential
contribution  to the Corporation and such other factors as the Committee may, in
its sole discretion, deem relevant. Officers,  Directors, key employees or other
persons who have been granted an Award may, if otherwise

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eligible, be granted additional Awards.  Notwithstanding  anything herein to the
contrary,  no individual shall receive aggregate Awards of more than twenty-five
percent (25%) of the total Awards authorized under the Plan.

                  (ii) The  aggregate  fair market value  (determined  as of the
date the Option is granted) of the Shares with respect to which  Incentive Stock
Options are  exercisable for the first time by each Employee during any calendar
year (under all Incentive  Stock Option plans,  as defined in Section 422 of the
Code,  of the  Corporation  or any present or future Parent or Subsidiary of the
Corporation) shall not exceed $100,000.  Notwithstanding the prior provisions of
this  Section 6, the  Committee  may grant  Options  in excess of the  foregoing
limitations,  provided said Options shall be clearly and specifically designated
as not being Incentive Stock Options, as defined in Section 422 of the Code.

                  (iii) In no event shall Shares  subject to Options  granted to
non-employee  Directors in the aggregate under this Plan exceed more than 30% of
the total number of Shares  authorized  for delivery under this Plan pursuant to
Section 3 herein,  or in excess of 5% of the total Plan awards authorized to any
individual non-employee director.


       7. Term of the Plan.  The Plan shall continue in effect for a term of ten
(10) years from the Effective Date, unless sooner terminated pursuant to Section
18 hereof.  No Option shall be granted  under the Plan after ten (10) years from
the Effective Date.

       8. Terms and  Conditions  of Incentive  Stock  Options.  Incentive  Stock
Options may be granted only to  Participants  who are Employees.  Each Incentive
Stock Option granted pursuant to the Plan shall be evidenced by an instrument in
such  form as the  Committee  shall  from time to time  approve.  Each and every
Incentive  Stock Option  granted  pursuant to the Plan shall comply with, and be
subject to, the following terms and conditions:

            (a)   Option Price.

                   (i) The price per Share at which each Incentive  Stock Option
granted  under  the  Plan  may be  exercised  shall  not,  as to any  particular
Incentive  Stock Option,  be less than the fair market value of the Common Stock
at the time such Incentive  Stock Option is granted.  For such purposes,  if the
Common Stock is traded otherwise than on a national  securities  exchange at the
time of the  granting  of an  Option,  then the price per Share of the  Optioned
Stock  shall be not less than the mean  between  the bid and asked  price on the
date the  Incentive  Stock  Option is  granted  or, if there is no bid and asked
price on said date, then on the next prior business day on which there was a bid
and asked price. If no such bid and asked price is available, then the price per
Share shall be determined by the  Committee.  If the Common Stock is listed on a
national  securities  exchange at the time of the granting of an Incentive Stock
Option,  then the  price per Share  shall be not less  than the  average  of the
highest and lowest  selling  price on such  exchange on the date such  Incentive
Stock Option is granted or, if there were no sales on said date,  then the price
shall be not less than the mean between the bid and asked price on such date.

                  (ii)  In  the  case  of an  Employee  who  owns  Common  Stock
representing more than ten percent (10%) of the outstanding  Common Stock at the
time the Incentive  Stock Option is granted,  the  Incentive  Stock Option price
shall not be less than one  hundred  and ten  percent  (110%) of the fair market
value of the Common Stock at the time the Incentive Stock Option is granted.

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            (b) Payment.  Full payment for each Share of Common Stock  purchased
upon the exercise of any Incentive  Stock Option granted under the Plan shall be
made at the time of exercise of each such  Incentive  Stock  Option and shall be
paid in cash (in United States  Dollars),  Common Stock or a combination of cash
and Common  Stock.  Common  Stock  utilized  in full or  partial  payment of the
exercise price shall be valued at its fair market value at the date of exercise.
The Corporation shall accept full or partial payment in Common Stock only to the
extent  permitted by  applicable  law. No Shares of Common Stock shall be issued
until  full  payment  therefor  has been  received  by the  Corporation,  and no
Optionee shall have any of the rights of a stockholder of the Corporation  until
Shares of Common Stock are issued to him.

            (c) Term of Incentive Stock Option. The term of each Incentive Stock
Option  granted  pursuant to the Plan shall be not more than ten (10) years from
the date each such Incentive Stock Option is granted,  provided that in the case
of an Employee who owns stock  representing  more than ten percent  (10%) of the
Common Stock outstanding at the time the Incentive Stock Option is granted,  the
term of the Incentive Stock Option shall not exceed five (5) years.

            (d) Exercise  Generally.  Except as otherwise provided in Section 10
hereof,  no Incentive  Stock Option may be exercised  unless the Optionee  shall
have  been in the  employ of the  Corporation  at all times  during  the  period
beginning with the date of grant of any such  Incentive  Stock Option and ending
on the date three (3) months prior to the date of exercise of any such Incentive
Stock Option.  The Committee may impose additional  conditions upon the right of
an Optionee to exercise any Incentive  Stock Option granted  hereunder which are
not   inconsistent   with  the  terms  of  the  Plan  or  the  requirements  for
qualification as an Incentive Stock Option under Section 422 of the Code.

            (e) Cashless  Exercise.  An Optionee who has held an Incentive Stock
Option  for at least six months may  engage in the  "cashless  exercise"  of the
Option. In a cashless exercise, an Optionee gives the Corporation written notice
of  the  exercise  of  the  Option  together  with  an  order  to  a  registered
broker-dealer  or  equivalent  third party,  to sell part or all of the Optioned
Stock and to deliver enough of the proceeds to the Corporation to pay the Option
price and any applicable  withholding  taxes.  If the Optionee does not sell the
Optioned Stock through a registered  broker-dealer or equivalent third party, he
can give the  Corporation  written  notice of the exercise of the Option and the
third party  purchaser of the Optioned Stock shall pay the Option price plus any
applicable withholding taxes to the Corporation.

            (f) Transferability.  Any Incentive Stock Option granted pursuant to
the Plan shall be exercised  during an Optionee's  lifetime only by the Optionee
to whom it was granted and shall not be  assignable  or  transferable  otherwise
than by will or by the laws of descent and distribution.

       9.  Terms  and   Conditions  of   Non-Incentive   Stock   Options.   Each
Non-Incentive Stock Option granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee  shall from time to time approve.  Each
and every  Non-Incentive  Stock Option granted pursuant to the Plan shall comply
with and be subject to the following terms and conditions.


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            (a) Options  Granted to  Directors.  Subject to the  limitations  of
Section  6(iii),  2,975*  Non-Incentive  Stock  Options  will be granted to each
Director as of the Effective  Date at an exercise price equal to the fair market
value of the Common Stock on such date of grant. Options may be granted to newly
appointed or elected  non-employee  Directors  within the sole discretion of the
Committee.   The  Option  will  be  exercisable   immediately  upon  stockholder
ratification  of the Plan and will  vest and  remain  exercisable  for up to ten
years from such date of grant. The price per Share at which such Options granted
shall be exercisable shall be equal to the fair market value of the Common Stock
at the time such Options are granted. For such purposes,  if the Common Stock is
traded  otherwise  than on a  national  securities  exchange  at the time of the
granting of the Options, then the price per Share of the Optioned Stock shall be
not less than the mean  between  the bid and asked price on the date the Options
are  granted  or, if there is no bid and asked  price on said date,  then on the
next prior business day on which there was a bid and asked price. If no such bid
and asked price is  available,  then the price per Share shall be  determined by
the Committee.  If the Common Stock is listed on a national  securities exchange
at the time of the granting of an Options, then the price per Share shall be not
less than the average of the highest and lowest  selling  price on such exchange
on the date such  Options  are  granted or, if there were no sales on said date,
then the price  shall be not less than the mean  between the bid and asked price
on such date.  Such Options  shall vest in  accordance  with the Plan and may be
exercised for a period of ten years  following the date of grant without  regard
to the continued  services of such Directors as a Director or Director Emeritus,
or in the event of such person's death during the term of his  directorship,  by
the  personal  representative  of his  estate or person or  persons  to whom his
rights  under such  Option  shall have  passed by will or by laws of descent and
distribution.  Notwithstanding anything herein to the contrary,  Options granted
pursuant to this Section 9(a) to Directors who are also Employees at the time of
such  grant  shall be deemed  Incentive  Stock  Options;  provided  that if such
Options  shall not be exercised  within 3 months of the date of  termination  of
employment,  except in the case of  disability  or death,  as noted above,  such
Options shall thereafter be deemed  Non-Incentive Stock Options and shall remain
exercisable  for the  remaining  term  of  exercisability.  Notwithstanding  the
provisions of Section 9(a),  additional  Awards may be made to Directors who are
serving  as  Employees  within  the sole  discretion  of the  Committee.  Unless
otherwise  inapplicable,  or inconsistent with the provisions of this paragraph,
the Options to be granted to Directors  hereunder  shall be subject to all other
provisions of this Plan.

            (b) Option Price.  The exercise  price per Share of Common Stock for
each Non-Incentive Stock Option granted pursuant to the Plan, other than Options
granted pursuant to Section 9(a) herein, shall be at such price as the Committee
may  determine  in its sole  discretion;  provided  that in no event  shall  the
exercise price of  Non-Incentive  Stock Options granted  pursuant to the Plan be
less than the market  price of the Common  Stock as of the date of grant of such
Options.


            (c) Payment.  Full payment for each Share of Common Stock  purchased
upon the exercise of any Non-Incentive Stock Option granted under the Plan shall
be made at the time of  exercise  of each such  Non-Incentive  Stock  Option and
shall be paid in cash (in United States Dollars),  Common Stock or a combination
of cash and Common Stock.  Common Stock  utilized in full or partial  payment of
the  exercise  price  shall be  valued at its fair  market  value at the date of
exercise.  The Corporation  shall

--------
*     Non-discretionary  formula grant of options to directors equalling 5.0% of
      total  shares  reserved  to  each  director,  to a  maximum  of 30% in the
      aggregate to all non-employee directors as a group.


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accept full or partial  payment in Common Stock only to the extent  permitted by
applicable  law. No Shares of Common  Stock shall be issued  until full  payment
therefor has been received by the  Corporation and no Optionee shall have any of
the rights of a stockholder of the Corporation  until the Shares of Common Stock
are issued to him.

            (d)  Term.  The  term of each  Non-Incentive  Stock  Option  granted
pursuant  to the Plan  shall be not more than ten (10)  years from the date each
such Non-Incentive Stock Option is granted.

            (e)  Exercise   Generally.   The  Committee  may  impose  additional
conditions upon the right of any Participant to exercise any Non-Incentive Stock
Option granted hereunder which is not inconsistent with the terms of the Plan.

            (f)  Cashless  Exercise.  An Optionee  who has held a  Non-Incentive
Stock  Option for at least six months may engage in the  "cashless  exercise" of
the Option. In a cashless  exercise,  an Optionee gives the Corporation  written
notice of the  exercise  of the Option  together  with an order to a  registered
broker-dealer  or  equivalent  third party,  to sell part or all of the Optioned
Stock and to deliver enough of the proceeds to the Corporation to pay the Option
price and any applicable  withholding  taxes.  If the Optionee does not sell the
Optioned Stock through a registered  broker-dealer or equivalent third party, he
can give the  Corporation  written  notice of the exercise of the Option and the
third party  purchaser of the Optioned Stock shall pay the Option price plus any
applicable withholding taxes to the Corporation.

            (g) Transferability. Any Non-Incentive Stock Option granted pursuant
to the  Plan  shall be  exercised  during  an  Optionee's  lifetime  only by the
Optionee  to whom it was  granted and shall not be  assignable  or  transferable
otherwise than by will or by the laws of descent and distribution.

      10.  Effect of Termination of Employment, Disability or Death on Incentive
Stock Options.

            (a)  Termination  of  Employment.  In the event that any  Optionee's
employment  with the  Corporation  shall  terminate  for any reason,  other than
Permanent and Total  Disability (as such term is defined in Section  22(e)(3) of
the Code) or death, all of any such Optionee's  Incentive Stock Options, and all
of any such  Optionee's  rights to  purchase or receive  Shares of Common  Stock
pursuant  thereto,  shall  automatically  terminate  on the  earlier  of (i) the
respective  expiration  dates of any such  Incentive  Stock  Options or (ii) the
expiration of not more than three (3) months after the date of such  termination
of employment, but only if, and to the extent that, the Optionee was entitled to
exercise any such  Incentive  Stock Options at the date of such  termination  of
employment.  In the event that a  subsidiary  ceases to be a  subsidiary  of the
Corporation,  the  employment of all of its  employees  who are not  immediately
thereafter  employees of the  Corporation  shall be deemed to terminate upon the
date such subsidiary so ceases to be a Subsidiary of the Corporation.

            (b) Disability. In the event that any Optionee's employment with the
Corporation  shall terminate as the result of the Permanent and Total Disability
of such Optionee, such Optionee may exercise any Incentive Stock Options granted
to him  pursuant  to the  Plan  at any  time  prior  to the  earlier  of (i) the
respective expiration dates of any such Incentive Stock Options or (ii) the date
which is one (1) year after the date of such termination of employment, but only
if, and to the extent  that,  the  Optionee  was  entitled to exercise  any such
Incentive Stock Options at the date of such termination of employment.


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            (c) Death.  In the event of the death of an Optionee,  any Incentive
Stock Options granted to such Optionee may be exercised by the person or persons
to whom the  Optionee's  rights under any such  Incentive  Stock Options pass by
will or by the laws of descent and distribution (including the Optionee's estate
during the period of administration) at any time prior to the earlier of (i) the
respective expiration dates of any such Incentive Stock Options or (ii) the date
which is two (2) years after the date of death of such Optionee but only if, and
to the extent that,  the  Optionee  was entitled to exercise any such  Incentive
Stock  Options at the date of death.  For  purposes of this Section  10(c),  any
Incentive  Stock Option held by an Optionee  shall be considered  exercisable at
the  date of his  death  if the  only  unsatisfied  condition  precedent  to the
exercisability  of such  Incentive  Stock  Option  at the  date of  death is the
passage of a specified period of time. At the discretion of the Committee,  upon
exercise of such Options the Optionee may receive  Shares or cash or combination
thereof.  If cash shall be paid in lieu of  Shares,  such cash shall be equal to
the  difference  between the fair market  value of such Shares and the  exercise
price of such Options on the exercise date.

            (d) Incentive  Stock  Options  Deemed  Exercisable.  For purposes of
Sections  10(a),  10(b) and 10(c) above,  any Incentive Stock Option held by any
Optionee  shall be  considered  exercisable  at the date of  termination  of his
employment if any such  Incentive  Stock Option would have been  exercisable  at
such date of termination of employment.

            (e) Termination of Incentive  Stock Options.  To the extent that any
Incentive  Stock Option granted under the Plan to any Optionee whose  employment
with the  Corporation  terminates  shall  not have  been  exercised  within  the
applicable period set forth in this Section 10, any such Incentive Stock Option,
and all rights to purchase or receive Shares of Common Stock  pursuant  thereto,
as the case may be, shall terminate on the last day of the applicable period.

      11.  Effect  of  Termination   of  Employment,   Disability  or  Death  on
Non-Incentive  Stock Options.  The terms and conditions of  Non-Incentive  Stock
Options  relating to the effect of the termination of an Optionee's  employment,
disability of an Optionee or his death shall be such terms and conditions as the
Committee shall, in its sole  discretion,  determine at the time of termination,
unless  specifically  provided for by the terms of the  Agreement at the time of
grant of the Award.

      12. Right of Repurchase and Restrictions on Disposition. The Committee, in
its sole  discretion,  may include,  as a term of any Incentive  Stock Option or
Non-Incentive  Stock Option,  the right (the  "Repurchase  Right"),  but not the
obligation,  to  repurchase  all or any  amount  of the  Shares  acquired  by an
Optionee  pursuant  to the  exercise  of any such  Options.  The  intent  of the
Repurchase Right is to encourage the continued  employment of the Optionee.  The
Repurchase Right shall provide for, among other things, a specified  duration of
the Repurchase  Right, a specified  price per Share to be paid upon the exercise
of the Repurchase  Right and a restriction  on the  disposition of the Shares by
the Optionee during the period of the Repurchase Right. The Repurchase Right may
permit the  Corporation to transfer or assign such right to another  party.  The
Corporation  may exercise the Repurchase  Right only to the extent  permitted by
applicable law.

      13. Recapitalization, Merger, Consolidation, Change in Control and Similar
Transactions.

            (a) Adjustment.  Subject to any required action by the  stockholders
of the Corporation,  within the sole discretion of the Committee,  the aggregate
number of Shares of Common Stock for which Options may be granted hereunder, the
number of Shares of Common Stock covered by

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each  outstanding  Option,  and the exercise  price per Share of Common Stock of
each such  Option,  shall all be  proportionately  adjusted  for any increase or
decrease  in the  number  of issued  and  outstanding  Shares  of  Common  Stock
resulting from a subdivision or  consolidation  of Shares  (whether by reason of
merger, consolidation, recapitalization, reclassification, split-up, combination
of shares,  or  otherwise)  or the payment of a stock  dividend (but only on the
Common Stock) or any other  increase or decrease in the number of such Shares of
Common Stock effected  without the receipt of  consideration  by the Corporation
(other than Shares held by dissenting stockholders).

            (b)  Change  in  Control.   All  outstanding   Awards  shall  become
immediately  exercisable in the event of a change in control of the Corporation,
as determined by the  Committee.  In the event of such a change in control,  the
Optionee shall, at the discretion of the Committee,  be entitled to receive cash
in an amount equal to the fair market  value of the Common Stock  subject to any
Incentive or Non-Incentive Stock Option over the Option Price of such Shares, in
exchange  for the  surrender of such Options by the Optionee on that date in the
event of a change in control of the  Corporation.  For  purposes of this Section
13,  "change in control"  shall mean:  (i) the execution of an agreement for the
sale of all, or a material portion,  of the assets of the Corporation;  (ii) the
execution of an agreement for a merger or recapitalization of the Corporation or
any merger or  recapitalization  whereby the  Corporation  is not the  surviving
entity;  (iii) a change of control of the Corporation,  as otherwise  defined or
determined by the Office of Thrift Supervision or regulations promulgated by it;
or (iv) the  acquisition,  directly or indirectly,  of the beneficial  ownership
(within  the  meaning  of  that  term  as it is used  in  Section  13(d)  of the
Securities  Exchange  Act of 1934  and the  rules  and  regulations  promulgated
thereunder)  of  twenty-five  percent  (25%) or more of the  outstanding  voting
securities  of the  Corporation  by any  person,  trust,  entity or group.  This
limitation  shall  not  apply to the  purchase  of  shares  by  underwriters  in
connection  with a public  offering of  Corporation  stock,  or the  purchase of
shares  of up to  25%  of any  class  of  securities  of  the  Corporation  by a
tax-qualified  employee  stock  benefit  plan which is exempt from the  approval
requirements,  set forth under 12 C.F.R.  ss.574.3(c)(1)(vi) as now in effect or
as may  hereafter be amended.  The term  "person"  refers to an  individual or a
corporation,  partnership,  trust, association,  joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. The decision of the Committee as to whether a change
in control has occurred shall be conclusive and binding.

            (c) Extraordinary  Corporate Action.  Subject to any required action
by the stockholders of the  Corporation,  in the event of any change in control,
recapitalization,   merger,   consolidation,   exchange  of  Shares,   spin-off,
reorganization,  tender  offer,  liquidation  or other  extraordinary  corporate
action or event, the Committee,  in its sole  discretion,  shall have the power,
prior or subsequent to such action or event to:

                   (i) appropriately adjust the number of Shares of Common Stock
subject to each Option,  the exercise  price per Share of Common Stock,  and the
consideration  to be given or received by the  Corporation  upon the exercise of
any outstanding Option;

                  (ii) cancel any or all previously  granted  Options,  provided
that appropriate  consideration is paid to the Optionee in connection therewith;
and/or

                  (iii) make such other  adjustments in connection with the Plan
as  the  Committee,  in  its  sole  discretion,   deems  necessary,   desirable,
appropriate or advisable;  provided,  however,  that no action shall be taken by
the Committee which would cause Incentive Stock Options granted  pursuant to the
Plan to fail to meet the requirements of Section 422 of the Code.

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<PAGE>




            Except as expressly  provided in Sections 13(a) and 13(b) hereof, no
Optionee  shall have any rights by reason of the occurrence of any of the events
described in this Section 13.

            (d) Acceleration. The Committee shall at all times have the power to
accelerate  the  exercise  date of Options  previously  granted  under the Plan;
provided however the  exercisability  of such Options may be accelerated only in
the event of death, disability or change in control in accordance with the Plan.

      14. Time of  Granting  Options.  The date of grant of an Option  under the
Plan  shall,  for all  purposes,  be the date on which the  Committee  makes the
determination  of  granting  such  Option.  Except,  however,  for  purposes  of
compliance  with Section 16 of the Securities  Exchange Act of 1934, the date of
grant of an Option shall be deemed the later of the date of grant or the date of
stockholder approval of the Plan. Notice of the determination of the grant of an
Option shall be given to each  individual to whom an Option is so granted within
a  reasonable  time  after the date of such  grant in a form  determined  by the
Committee.

      15.  Effective  Date.  The Plan shall  become  effective  upon the date of
ratification of the Plan by the stockholders of the  Corporation.  The Committee
may authorize the grant of options prior to the Effective  Date with such option
grants to be effective upon the date of stockholder ratification of the Plan.

      16.   Ratification  by  Stockholders.   The  Plan  shall  be  ratified  by
stockholders  of the  Corporation  within twelve (12) months before or after the
date the Plan is approved by the Board.

      17.  Modification of Options. At any time and from time to time, the Board
may authorize  the Committee to direct the execution of an instrument  providing
for the modification of any outstanding  Option,  provided no such modification,
extension  or renewal  shall  confer on the  holder of said  Option any right or
benefit which could not be conferred on him by the grant of a new Option at such
time, or shall not materially  decrease the Optionee's benefits under the Option
without the consent of the holder of the Option,  except as otherwise  permitted
under Section 18 hereof.  Notwithstanding  anything herein to the contrary,  the
Committee  shall  have the  authority  to cancel  outstanding  Options  with the
consent of the  Optionee and to reissue new Options at a lower  exercise  price,
but in no event less than the then fair market value per share of Common  Stock,
in the event that the fair  market  value per share of Common  Stock at any time
prior to the date of exercise of  outstanding  Options  falls below the exercise
price of such Options.

      18.   Amendment and Termination of the Plan.

            (a) Action by the Board. The Board may alter, suspend or discontinue
the  Plan,  except  that no action of the  Board  may  increase  (other  than as
provided  in Section 13 hereof)  the maximum  number of Shares  permitted  to be
optioned  under  the  Plan,   materially   increase  the  benefits  accruing  to
Participants   under  the  Plan  or  materially   modify  the  requirements  for
eligibility for  participation in the Plan unless such action of the Board shall
be subject to approval or ratification by the stockholders of the Corporation.

            (b) Change in Applicable  Law.  Notwithstanding  any other provision
contained  in the Plan,  in the event of a change in any  federal  or state law,
rule  or  regulation  which  would  make  the  exercise  of all or  part  of any
previously  granted  Incentive  and/or  Non-Incentive  Stock Option  unlawful or
subject the  Corporation  to any penalty,  the  Committee  may restrict any such
exercise without the

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<PAGE>


consent of the Optionee or other holder thereof in order to comply with any such
law, rule or regulation or to avoid any such penalty.

      19.  Conditions  Upon Issuance of Shares.  Shares shall not be issued with
respect to any Option granted under the Plan unless the issuance and delivery of
such Shares shall comply with all relevant provisions of law, including, without
limitation,  the Securities Act of 1933, as amended,  the rules and  regulations
promulgated thereunder, any applicable state securities law and the requirements
of any stock exchange upon which the Shares may then be listed.

      The inability of the  Corporation to obtain any necessary  authorizations,
approvals  or letters of  non-objection  from any  regulatory  body or authority
deemed by the  Corporation's  counsel to be necessary to the lawful issuance and
sale of any Shares  hereunder  shall relieve the Corporation of any liability in
respect of the non-issuance or sale of such Shares.

      As a condition to the exercise of an Option,  the  Corporation may require
the person exercising the Option to make such  representations and warranties as
may  be  necessary  to  assure  the   availability  of  an  exemption  from  the
registration requirements of federal or state securities law.

      Notwithstanding  anything  herein to the  contrary,  upon  termination  of
employment  or service  for  "cause" as  defined  at 12 C.F.R.  563.39(b)(1)  as
determined by the Board of Directors, all Options held by such Participant shall
cease to be exercisable as of the date of such termination of employment.

      20.  Reservation of Shares.  During the term of the Plan, the  Corporation
will  reserve and keep  available a number of Shares  sufficient  to satisfy the
requirements of the Plan.

      21.  Unsecured  Obligation.  No Participant  under the Plan shall have any
interest in any fund or special asset of the  Corporation  by reason of the Plan
or the grant of any Incentive or  Non-Incentive  Stock Option under the Plan. No
trust  fund shall be  created  in  connection  with the Plan or any grant of any
Incentive or Non-Incentive Stock Option hereunder and there shall be no required
funding of amounts which may become payable to any Participant.

      22.  Withholding Tax. The Corporation  shall have the right to deduct from
all amounts paid in cash with respect to the cashless  exercise of Options under
the Plan any taxes  required  by law to be  withheld  with  respect to such cash
payments.  Where a  Participant  or other  person is entitled to receive  Shares
pursuant to the  exercise of an Option  pursuant  to the Plan,  the  Corporation
shall have the right to require the  Participant or such other person to pay the
Corporation  the  amount  of any taxes  which the  Corporation  is  required  to
withhold with respect to such Shares,  or, in lieu thereof,  to retain,  or sell
without notice, a number of such Shares  sufficient to cover the amount required
to be withheld.

      23.  Governing  Law.  The  Plan  shall be  governed  by and  construed  in
accordance  with the laws of the State of West  Virginia,  except to the  extent
that federal law shall be deemed to apply.


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