EXHIBIT 10.4
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                              BECKLEY BANCORP, INC.

                        1996 DIRECTORS STOCK OPTION PLAN


      1.  Purpose of the Plan.  The Plan shall be known as the Beckley  Bancorp,
Inc.  ("Corporation") 1996 Directors Stock Option Plan (the "Plan"). The purpose
of the Plan is to attract and retain qualified  personnel to serve as members of
the Board of Directors of the  Corporation and the Board of Directors of Beckley
Federal   Savings  Bank  necessary  to  promote  the  success  of  the  business
enterprise.

       2.  Definitions.  The following  words and phrases when used in this Plan
with an initial capital letter,  unless the context clearly indicates otherwise,
shall have the meaning as set forth below. Wherever  appropriate,  the masculine
pronoun  shall include the feminine  pronoun and the singular  shall include the
plural.

            (a) "Award"  means the grant of Stock  Options to  Directors  of the
Corporation and the Savings Bank as specified by the terms of the Plan.

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

            (c)  "Change  in  Control"  shall  mean:  (i) the sale of all,  or a
material  portion,  of  the  assets  of  the  Corporation;   (ii)  a  merger  or
recapitalization in the Corporation whereby the Corporation is not the surviving
entity;  (iii) a change in 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.

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

            (e) "Committee"  shall mean the Stock Option Committee  appointed by
the Board in accordance with Section 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.


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

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

            (i) "Director  Emeritus"  shall mean a person  serving as a director
emeritus,  advisory director,  consulting  director or other similar position as
may  be  appointed  by  the  Board  of  Directors  of the  Savings  Bank  or the
Corporation from time to time.

            (j)  "Disability"  means any  physical  or mental  impairment  which
renders the Participant  incapable of continuing in the employment or service of
the Savings Bank or the Parent in his then current capacity as determined by the
Committee.

            (k)   "Effective Date" shall mean the date specified in Section 11
hereof.

            (l) "Fair  Market  Value"  shall  mean:  (i) if the Common  Stock is
traded otherwise than on a national  securities  exchange,  then the Fair Market
Value per Share shall be equal to the mean between the last bid and ask price of
such  Common  Stock on such  date or,  if there is no bid and ask  price on said
date,  then on the  immediately  prior business day on which there was a bid and
ask price. If no such bid and ask price is available, then the Fair Market Value
shall be determined by the Committee in good faith;  or (ii) if the Common Stock
is listed on a national  securities  exchange,  then the Fair  Market  Value per
Share shall be not less than the average of the highest and lowest selling price
of such Common Stock on such exchange on such date, or if there were no sales on
said date,  then the Fair Market  Value shall be not less than the mean  between
the last bid and ask price on such date.

            (m) "Stock Option" shall mean an option to purchase shares of Common
Stock  granted  pursuant to Section 8 hereof,  which  option is not  intended to
qualify under Section 422 of the Code as an incentive stock option.

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

            (o) "Optionee"  shall mean any person who receives a Stock Option or
Award pursuant to the Plan.

            (p)  "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.

            (q)  "Participant"  means any  director  of the  Corporation  or any
Parent or Subsidiary of the  Corporation who by the express terms of the Plan is
granted an Award.

            (r) "Plan" shall mean the Beckley Bancorp, Inc. 1996 Directors Stock
Option Plan.

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

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

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            (u) "Subsidiary"  shall mean any present or future corporation which
constitutes 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 9 hereof,  the aggregate  number of Shares with respect to
which Awards may be made  pursuant to the Plan shall not exceed 30,000 shares of
Common Stock.  Such Shares may either be from  authorized  but unissued  shares,
treasury shares or shares purchased in the market for Plan purposes.

      If an Award shall expire,  become  unexercisable,  or be forfeited for any
reason  prior to its  exercise,  new Awards  may be granted  under the Plan with
respect to the number of Shares as to which such expiration has occurred.

      4.    Six Month Holding Period.

            Except  in the  event of  death or  disability  of the  Optionee,  a
minimum of six months must elapse between the date of the grant of an Option and
the date of the sale of the Common Stock received through the exercise of such a
Stock Option.

       5.   Administration of the Plan.

            (a) Composition of the Committee.  The Plan shall be administered by
a the Committee which shall consist of at least three non-employee  Directors of
the Corporation appointed by the Board and serving at the pleasure of the Board.

            (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 President of the Corporation and such other officers as shall be
designated by the Committee are hereby authorized to execute written  agreements
evidencing Awards on behalf of the Corporation and to cause them to be delivered
to the Participants.  Such agreements shall set forth the Option exercise price,
the  number of  shares  of Common  Stock  subject  to such a Stock  Option,  the
expiration date of such a Stock Options,  and such other terms and  restrictions
applicable to such Award as are  determined  in accordance  with the Plan or the
actions of the Committee.

            (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 for Awards and Limitations.

            Stock  Options  under the Plan shall be granted in  accordance  with
Section  8 of the Plan to  non-employee  Directors  of the  Corporation  and the
Savings Bank.

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       7. Term of the Plan.  The Plan shall continue in effect for a term of ten
(10) years from the  Effective  Date. No Stock Option shall be granted under the
Plan after ten (10) years from the Effective Date.

       8. Terms and  Conditions  of Stock  Options.  Each 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 Stock Option granted pursuant to
the Plan shall comply with and be subject to the following terms and conditions.

            (a) Option Price.  The exercise  price per Share of Common Stock for
each Stock Option granted pursuant to the Plan shall be equal to the Fair Market
Value of such Common Stock on the Effective  Date as determined by the Committee
in good faith.

            (b) Awards.  Upon the Effective Date, each non-employee  Director of
the  Corporation  shall be granted a Stock  Option to purchase  6,000  shares of
Common Stock.  Such Stock Options shall be first exercisable as of the date that
is six-months after the Effective Date; except however, such Stock Options shall
be immediately exercisable upon the death or Disability of the Participant.

            (c) Term.  The term of  exercisability  of each Stock Option granted
pursuant to the Plan shall be ten (10) years from the Effective Date.

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

            (e) Payment.  Full payment for each Share of Common Stock  purchased
upon the  exercise of any Stock Option  granted  under the Plan shall be made at
the time of  exercise  of each such  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 Option  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 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 the Optionee.

            (f) Cashless  Exercise.  An Optionee who has held a Stock Option for
at least six months may engage in the "cashless  exercise" of the Option. Upon a
cashless  exercise,  an Optionee  gives the  Corporation  written  notice of the
exercise  of  the  Stock  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
exercise price and any applicable  withholding  taxes.  If the Optionee does not
sell the Optioned Stock through a registered  broker-dealer  or equivalent third
party,  the Optionee 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 exercise price plus any applicable withholding taxes to the Corporation.


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            (g)  Transferability.  Any 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.

            (h) Exercisability  Following Death. In the event of the death of an
Optionee, any Stock Options granted to such Optionee may thereafter be exercised
by the  person or  persons to whom the  Optionee's  rights  under any such 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
normal expiration date of such Option. At the discretion of the Committee,  upon
exercise  of  such  Options,  the  Optionee  may  receive  Shares  or  cash or a
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.

      9.    Recapitalization, Merger, Consolidation, Change in Control and Other
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 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 or payment 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
Committee  and the Board of  Directors  will  take one or more of the  following
actions to be effective as of the date of such Change in Control:

            (i)  provide  that such  Options  shall be  assumed,  or  equivalent
options  shall  be  substituted,  ("Substitute  Options")  by the  acquiring  or
succeeding  corporation (or an affiliate  thereof),  provided that: (A) any such
Substitute  Options  exchanged  for  Incentive  Stock  Options  shall  meet  the
requirements of Section 424(a) of the Code, and (B) the shares of stock issuable
upon  the  exercise  of such  Substitute  Options  shall  constitute  securities
registered in accordance  with the  Securities  Act of 1933, as amended,  ("1933
Act") or such  securities  shall be exempt from such  registration in accordance
with  Sections  3(a)(2) or 3(a)(5) of the 1933 Act,  (collectively,  "Registered
Securities"),  or in  the  alternative,  if the  securities  issuable  upon  the
exercise of such Substitute Options shall not constitute Registered  Securities,
then the  Optionee  will  receive  upon  consummation  of the  Change in Control
transaction a cash payment for each Option  surrendered  equal to the difference
between (1) the Fair Market Value of the  consideration  to be received for each
share of Common Stock in the Change in Control  transaction  times the number of
shares  of  Common  Stock  subject  to  such  surrendered  Options,  and (2) the
aggregate exercise price of all such surrendered Options, or

            (ii) in the  event of a  transaction  under  the  terms of which the
holders of the Common Stock of the  Corporation  will receive upon  consummation
thereof a cash  payment  (the  "Merger  Price")  for each share of Common  Stock
exchanged in the Change in Control transaction, to make or to provide

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for a cash  payment to the  Optionees  equal to the  difference  between (A) the
Merger Price times the number of shares of Common Stock  subject to such Options
held by each Optionee (to the extent then exercisable at prices not in excess of
the Merger Price) and (B) the aggregate  exercise price of all such  surrendered
Options in exchange for such surrendered Options.

            (c) Extraordinary  Corporate Action.  Notwithstanding any provisions
of the Plan to the contrary,  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, partial or complete  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 Option 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.

            Except as expressly provided in Sections 9(a), 9(b) and 9(e) hereof,
no  Optionee  shall  have any rights by reason of the  occurrence  of any of the
events described in this Section 9.

            (d) Acceleration. The Committee shall at all times have the power to
accelerate the exercise date of Options previously granted under the Plan.

            (e)  Non-recurring  Dividends.  Upon the  payment  of a  special  or
non-recurring  cash  dividend  that has the effect of a return of capital to the
stockholders,   the  Option   exercise   price  per  share   shall  be  adjusted
proportionately with regard to such special or non-recurring cash dividends.

      10. Date of  Granting  Options.  The date of grant of an Option  under the
Plan shall,  for all  purposes,  be the date on which the Plan is adopted by the
Board of the  Corporation.  Notice 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.

      11.   Effective Date.  The Plan shall become effective upon the  date  of
adoption of the Plan by the Board of the Corporation.

      12.  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 the  Optionee  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 13 hereof.


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      13.   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 9 hereof)  the  maximum  number of Shares  permitted  to be
issued under the Plan.

            (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 Option  unlawful or subject the  Corporation to any penalty,
the Committee may restrict any such exercise without the 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.

      14.   Conditions Upon Issuance of Shares; Limitations on Option Exercise;
Cancellation of Option Rights.

      (a) 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  applicable  law,  including,  without  limitation,  the
Securities  Act of 1933,  as  amended,  ("1933  Act") the rules and  regulations
promulgated thereunder, including Rule 144 of the 1933 Act, any applicable state
securities laws and the requirements of any stock exchange upon which the Shares
may then be listed.

      (b)  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.

      (c) 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.

      (d) Notwithstanding  anything herein to the contrary, upon the termination
of employment or service of an Optionee by the  Corporation or its  Subsidiaries
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 or service.

      (e) Upon the  exercise  of an Option  by an  Optionee  (or the  Optionee's
personal  representative),  the Committee,  in its sole and absolute discretion,
may make a cash  payment to the  Optionee,  in whole or in part,  in lieu of the
delivery  of shares of Common  Stock.  Such cash  payment  to be paid in lieu of
delivery  of Common  Stock  shall be equal to the  difference  between  the Fair
Market  Value of the  Common  Stock on the date of the Option  exercise  and the
exercise  price per share of the Option.  Such cash payment shall be in exchange
for the cancellation of such Option.  Such cash payment shall not be made in the
event that such  transaction  would  result in  liability to the Optionee or the
Corporation  under  Section  16(b) of the  Securities  Exchange Act of 1934,  as
amended, and regulations promulgated thereunder.

      15.  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.


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      16.  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  Option  under the Plan.  No trust  fund shall be created in
connection with the Plan or any grant of any Option hereunder and there shall be
no required funding of amounts which may become payable to any Participant.

      17.  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,  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 to sell without notice, a number of
such Shares sufficient to cover the amount required to be withheld.

      18. No Employment Rights. No Director shall have a right to be selected as
a Participant under the Plan. Neither the Plan nor any action taken by the Board
or the Committee in  administration of the Plan shall be construed as giving any
person any  rights of  employment  or  retention  as a Director  or in any other
capacity with the Corporation, the Savings Bank or other Subsidiaries.

             19.  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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