EXHIBIT 10.2

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                          Beckley Federal Savings Bank
                           Management Stock Bonus Plan
                               and Trust Agreement

                                    Article I
                                    ---------

                       ESTABLISHMENT OF THE PLAN AND TRUST

      1.01 Beckley Federal Savings Bank ("Savings Bank") hereby  establishes the
Management  Stock Bonus Plan (the "Plan") and Trust (the "Trust") upon the terms
and conditions  hereinafter stated in this Management Stock Bonus Plan and Trust
Agreement (the "Agreement").

      1.02 The Trustee  hereby  accepts  this Trust and agrees to hold the Trust
assets  existing on the date of this  Agreement and all additions and accretions
thereto upon the terms and conditions hereinafter stated.

                                   Article II
                                   ----------

                               PURPOSE OF THE PLAN

      2.01  The  purpose  of the  Plan is to  reward  and  retain  personnel  of
experience and ability in key positions of responsibility  with the Savings Bank
and its  subsidiaries,  by providing  such key employees of the Savings Bank and
its  subsidiaries  with an equity  interest  in the  parent  corporation  of the
Savings  Bank  ("Parent"),   as  compensation  for  their  future   professional
contributions and service to the Savings Bank and its subsidiaries.

                                  Article III
                                  -----------

                                  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.

      3.01 "Beneficiary" means the person or persons designated by the Recipient
to receive any benefits  payable under the Plan in the event of such Recipient's
death.  Such person or persons shall be designated in writing on forms  provided
for this  purpose  by the  Committee  and may be  changed  from  time to time by
similar  written  notice  to  the  Committee.   In  the  absence  of  a  written
designation,  the Beneficiary shall be the Recipient's surviving spouse, if any,
or if none, Recipient's estate.

      3.02  "Board"  means the Board of Directors  of the Savings  Bank,  or any
successor corporation or Parent thereto.

      3.03 "Committee" means the Management Stock Bonus Plan Committee appointed
by the Board pursuant to Article IV hereof.

      3.04 "Common  Stock" means shares of the common stock,  $.10 par value per
share, of the Savings Bank or any successor corporation or Parent thereto.

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      3.05  "Employee" means any person who is employed by the Savings Bank or a
Subsidiary.

      3.06 "Effective  Date" shall mean the date of stockholder  ratification of
the Plan by the Parent's stockholders.

      3.07  "Parent" shall mean the parent corporation of the Savings Bank.

      3.08 "Plan  Shares"  means  shares of Common Stock held in the Trust which
are awarded or issuable to a Recipient pursuant to the Plan.

      3.09 "Plan Share  Award" means a right  granted to an Employee  under this
Plan to receive Plan Shares.

      3.10 "Plan  Share  Reserve"  means the shares of Common  Stock held by the
Trustee pursuant to Sections 5.03 and 5.04.

      3.11  "Recipient"  means an Employee who receives a Plan Share Award under
the Plan.

      3.12 "Savings Bank" means Beckley  Federal Savings Bank, and any successor
corporation thereto.

      3.13 "Subsidiary" means those subsidiaries of the Savings Bank which, with
the consent of the Board, agree to participate in this Plan.

      3.14  "Trustee"  or "Trustee  Committee"  means that  person(s)  or entity
nominated by the Committee  and approved by the Board  pursuant to Sections 4.01
and 4.02 to hold  legal  title to the Plan  assets  for the  purposes  set forth
herein.

                                   Article IV
                                   ----------

                           ADMINISTRATION OF THE PLAN

      4.01 Role of the Committee. The Plan shall be administered and interpreted
by the  Committee,  which  shall  consist  of not less than  three  non-employee
members of the Board, which shall have all of the powers allocated to it in this
and other  sections  of the Plan.  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,  as  amended  ("1934  Act").  The
interpretation  and  construction by the Committee of any provisions of the Plan
or of any Plan Share Award  granted  hereunder  shall be final and binding.  The
Committee  shall act by vote or written  consent of a majority  of its  members.
Subject to the express provisions and limitations of the Plan, the Committee may
adopt such rules,  regulations  and procedures as it deems  appropriate  for the
conduct of its affairs.  The  Committee  shall report its actions and  decisions
with respect to the Plan to the Board at appropriate times, but in no event less
than one time per calendar year. The Committee  shall recommend to the Board one
or more persons or entity to act as Trustee(s) in accordance  with the provision
of this Plan and Trust and the terms of Article VIII hereof.

      4.02 Role of the Board.  The members of the  Committee  and the Trustee or
Trustees  shall be  appointed  or approved by, and will serve at the pleasure of
the Board. The Board may in its

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discretion  from time to time  remove  members  from,  or add  members  to,  the
Committee,  and may remove, replace or add Trustees. The Board shall have all of
the powers  allocated to it in this and other sections of the Plan, may take any
action under or with respect to the Plan which the  Committee is  authorized  to
take,  and may reverse or  override  any action  taken or  decision  made by the
Committee under or with respect to the Plan, provided,  however,  that the Board
may not revoke any Plan Share Award  already  made except as provided in Section
7.01(b)  herein.  Members  of the  Board who are  eligible  for or who have been
granted  Plan  Share  Awards  may  not  vote  on  any  matters   affecting   the
administration  of the Plan or the  grant of Plan  Shares or Plan  Share  Awards
(although such members may be counted in  determining  the existence of a quorum
at any meeting of the Board during which actions taken).  Further,  with respect
to all actions  taken by the Board in regard to the Plan,  such action  shall be
taken by a majority of the Board where such a majority of the  directors  acting
in the  matter are  "disinterested  persons"  within  the  meaning of Rule 16b-3
promulgated under the 1934 Act.

      4.03  Limitation on Liability.  No member of the Board or the Committee or
the  Trustee(s)  shall be liable for any  determination  made in good faith with
respect to the Plan or any Plan Share  Awards  granted  under it. If a member of
the Board or Committee or any Trustee is a party or is  threatened  to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether  civil,  criminal,  administrative  or  investigative,  by any reason of
anything done or not done by him in such  capacity  under or with respect to the
Plan,  the Parent  shall  indemnify  such  member  against  expenses  (including
attorney's fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by him or her in  connection  with  such  action,  suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in the best  interests  of the Parent and its  Subsidiaries  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.

                                    Article V
                                    ---------

                        CONTRIBUTIONS; PLAN SHARE RESERVE

      5.01 Amount and Timing of  Contributions.  The Board of  Directors  of the
Savings  Bank  shall  determine  the  amounts  (or the method of  computing  the
amounts) to be  contributed by the Savings Bank to the Trust  established  under
this  Plan.  Such  amounts  shall  be  paid  to  the  Trustee  at  the  time  of
contribution. No contributions to the Trust by Employees shall be permitted.

      5.02 Initial  Investment.  Any funds held by the Trust prior to investment
in the Common  Stock shall be  invested by the Trustee in such  interest-bearing
account or accounts at the Savings  Bank as the Trustee  shall  determine  to be
appropriate.

      5.03  Investment of Trust Assets.  Following  ratification  of the Plan by
stockholders  of the  Parent  and  receipt  of any  other  necessary  regulatory
approvals,  the Trust  shall  purchase  Common  Stock of the Parent in an amount
equal to up to 100% of the Trust's  assets,  after  providing  for any  required
withholding as needed for tax purposes,  provided, however, that the Trust shall
not purchase more than 4% of the aggregate  shares of Common Stock issued by the
Parent in the  mutual-to-stock  conversion  of the Savings  Bank  ("Conversion")
(i.e.,  23,805 shares of Common  Stock).  The Trustee shall  purchase  shares of
Common  Stock  in the  open  market  or,  in  the  alternative,  shall  purchase
authorized but unissued shares of the Common Stock from the Parent sufficient to
fund the Plan Share Reserve.


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      5.04  Effect of  Allocations,  Returns  and  Forfeitures  Upon Plan  Share
Reserves.  Upon the  allocation  of Plan Share Awards under Section 6.02, or the
decision of the  Committee  to return Plan Shares to the Parent,  the Plan Share
Reserve  shall be  reduced  by the  number of Shares  subject  to the  Awards so
allocated  or returned.  Any Shares  subject to an Award which may not be earned
because of forfeiture  by the Recipient  pursuant to Section 7.01 shall be added
to the Plan Share Reserve.

                                   Article VI
                                   ----------

                            ELIGIBILITY; ALLOCATIONS

      6.01  Eligibility.  Employees of the Savings Bank and its Subsidiaries are
eligible  to  receive  Plan  Share  Awards  within  the sole  discretion  of the
Committee.  Notwithstanding anything herein to the contrary, no individual shall
receive  aggregate Plan Share Awards of more than  twenty-five  percent (25%) of
the total Plan Share Awards authorized under the Plan.

      6.02  Allocations.  The Committee  will  determine  which of the Employees
referenced  in Section  6.01 above  will be  granted  Plan Share  Awards and the
number of Shares  covered by each  Award,  provided,  however,  that in no event
shall any Awards be made which will violate the Charter or Bylaws of the Savings
Bank or its Parent or  Subsidiaries  or any  applicable  federal or state law or
regulation.  In the event  Shares are  forfeited  for any  reason or  additional
Shares are  purchased  by the Trustee,  the  Committee  may,  from time to time,
determine  which of the  Employees  referenced  in  Section  6.01  above will be
granted  additional  Plan Share Awards to be awarded from forfeited  Shares.  In
selecting  those  Employees  to whom Plan Share  Awards  will be granted and the
number of shares  covered by such  Awards,  the  Committee  shall  consider  the
position duties and  responsibilities  of the eligible  Employees,  the value of
their services to the Savings Bank and its  Subsidiaries,  and any other factors
the Committee may deem  relevant.  All actions by the Committee  shall be deemed
final, except to the extent that such actions are revoked by the Board.

      6.03 Form of Allocation.  As promptly as practicable after a determination
is made  pursuant  to Section  6.02 that a Plan Share  Award is to be made,  the
Committee  shall notify the Recipient in writing of the grant of the Award,  the
number of Plan  Shares  covered by the Award,  and the terms upon which the Plan
Shares  subject to the award may be earned.  The date on which the  Committee so
notifies the Recipient  shall be considered  the date of grant of the Plan Share
Awards.  The  Committee  shall  maintain  records as to all grants of Plan Share
Awards under the Plan.

      6.04 Allocations Not Required. Notwithstanding anything to the contrary in
Sections  6.01 and 6.02,  no  Employee  shall have any right or  entitlement  to
receive a Plan Share Award hereunder,  such Awards being at the total discretion
of the Committee  and the Board,  nor shall the Employees as a group have such a
right.  The Committee may, with the approval of the Board (or, if so directed by
the Board) return all Common Stock in the Plan Share Reserve to the Savings Bank
at any time, and cease issuing Plan Share Awards.

      6.05 Awards to Directors. Notwithstanding anything herein to the contrary,
upon the  Effective  Date,  a Plan Share Award  consisting  of 1,190 Plan Shares
shall be awarded to each  director  of the Savings  Bank.  Such Plan Share Award
shall be earned and non-forfeitable at the rate of one-fifth as of the Effective
Date and an  additional  one-fifth  following  each of the next four  successive
years.  Such Plan Share  Award  shall  continue  to vest  without  regard to the
continued service as a Director or Director Emeritus,  and such Plan Share Award
shall be immediately non-forfeitable in the event of the

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death or disability of such director, or a change in control of the Savings Bank
or Parent as provided in Section  7.01(d)  herein.  Subsequent  to the Effective
Date,  Plan Share Awards may be awarded to newly elected or appointed  directors
of the Savings Bank by the  Committee,  provided that total Plan Share Awards to
non-employee directors of the Savings Bank shall not exceed 5,950 Plan Shares in
the aggregate under the Plan.  Notwithstanding  anything herein to the contrary,
in no event shall the Plan Share Awards awarded to non-employee directors of the
Savings Bank exceed 30% of total Plan Shares in the aggregate  under the Plan or
5% to any individual non-employee director.

                                   Article VII
                                   -----------

             EARNINGS AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

      7.01  Earnings Plan Shares; Forfeitures.

      (a) General Rules.  Unless the Committee shall  specifically  state to the
contrary at the time a Plan Share Award is  granted,  Plan Shares  subject to an
Award  shall  be  earned  and  non-forfeitable  by a  Recipient  at the  rate of
one-fifth of such Award following one year after granting of such Award,  and an
additional one-fifth following each of the next four successive years;  provided
that such Recipient remains an Employee during such period.

      (b)  Revocation for  Misconduct.  Notwithstanding  anything  herein to the
contrary,  the  Board  may,  by  resolution,  immediately  revoke,  rescind  and
terminate any Plan Share Award,  or portion  thereof,  previously  awarded under
this Plan, to the extent Plan Shares have not been  delivered  thereunder to the
Recipient,  whether  or not  yet  earned,  in the  case  of a  Recipient  who is
discharged  from  the  employ  or  service  of the  Parent,  Savings  Bank  or a
Subsidiary  for Cause  (as  hereinafter  defined),  or who is  discovered  after
termination  of employment or service to have engaged in conduct that would have
justified  termination  for cause.  "Cause" is defined as  personal  dishonesty,
incompetence,  willful  misconduct,  breach of fiduciary duty involving personal
profits,  intentional failure to perform stated duties, willful violation of any
law, rule or regulation (other than traffic violations and similar offense),  or
a violation of a final  cease-and-desist order or any other action which results
in a substantial financial loss to the Parent, Savings Bank or its Subsidiaries.
A  determination  of  "Cause"  shall  be  made  by the  Board  within  its  sole
discretion.

      (c) Exception for Terminations Due to Death or Disability. Notwithstanding
the general rule contained in Section 7.01(a) above,  all Plan Shares subject to
a Plan Share Award held by a Recipient whose employment with the Parent, Savings
Bank or a Subsidiary terminates due to death or disability (as determined by the
Committee),  shall be deemed earned as of the Recipient's last day of employment
with the Parent,  Savings Bank or Subsidiary  and shall be distributed as soon a
practicable thereafter.

      (d) Exception for Termination  after a Change in Control.  Notwithstanding
the general rule  contained in Section 7.01 above,  all Plan Shares subject to a
Plan Share  Award held by a  recipient  shall be deemed to be  immediately  100%
earned and  non-forfeitable  in the event of a "change in control" of the Parent
or Savings Bank and shall be distributed as soon as practicable thereafter.  For
purposes of this Plan,  "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
Parent or Savings  Bank;  (ii) the  execution  of an  agreement  for a merger or
recapitalization of the Parent or Savings Bank or any merger or recapitalization
whereby the Parent or Savings Bank is not the surviving  entity;  (iii) a change
of control of the Parent or Savings

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Bank, 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  1934  Act  and the  rules  and  regulations  promulgated
thereunder)  of  twenty-five  percent  (25%) or more of the  outstanding  voting
securities of the Parent or Savings Bank by any person,  trust, entity or group.
This  limitation  shall not apply to the  purchase of shares of up to 25% of any
class of  securities of the Parent or Savings Bank 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.

      7.02 Payment of Dividends.  A holder of a Plan Share Award, whether or not
non-forfeitable,  shall also be entitled to receive an amount  equal to any cash
dividends  declared and paid with respect to shares of Common Stock  represented
by such Plan Share  Award  between  the date the  relevant  Plan Share Award was
initially   granted  to  such  Recipient  and  the  date  the  Plan  Shares  are
distributed.

      7.03  Distribution of Plan Shares.

      (a)  Timing  of  Distributions:   General  Rule.  Except  as  provided  in
Subsections (d) and (e) below, Plan Shares shall be distributed to the Recipient
or his Beneficiary,  as the case may be, as soon as practicable  after they have
been earned. No fractional shares shall be distributed. Notwithstanding anything
herein to the contrary,  at the discretion of the Committee,  Plan Shares may be
distributed  prior to such shares  being 100%  earned,  provided  that such Plan
Shares shall contain a restrictive  legend detailing the applicable  limitations
of such shares with respect to transfer and forfeiture.

      (b)  Form of  Distribution.  All Plan  Shares,  together  with any  shares
representing stock dividends,  shall be distributed in the form of Common Stock.
One share of Common  Stock shall be given for each Plan Share  earned.  Payments
representing  cash  dividends  (and  earning  thereon)  shall  be made in  cash.
Notwithstanding  anything  within  the Plan to the  contrary,  upon a Change  in
Control  whereby  substantially  all of the Common Stock of the Company shall be
acquired for cash, all Plan Shares  associated with Plan Share Awards,  together
with any shares representing stock dividends  associated with Plan Share Awards,
shall  be,  at the  sole  discretion  of the  Committee,  distributed  as of the
effective  date of  such  Change  in  Control,  or as  soon as  administratively
feasible thereafter,  in the form of cash equal to the consideration received in
exchange for such Common Stock represented by such Plan Shares.

      (c) Withholding. The Trustee may withhold from any payment or distribution
made under this Plan sufficient amounts to cover any applicable  withholding and
employment  taxes,  and if the  amount of such  payment is not  sufficient,  the
Trustee may require the Recipient or  Beneficiary  to have the Trustee  withhold
from delivery a number of Plan Shares  having a fair market  value,  at the time
withheld, sufficient to satisfy such withholding and employment taxes, or to pay
to the Trustee the amount  required to be withheld as a condition of  delivering
the Plan  Shares.  The  Trustee  shall pay over to the Parent,  Savings  Bank or
Subsidiary  which  employs or employed such  recipient any such amount  withheld
from or paid by the Recipient or Beneficiary.

      (d) Timing: Exception for 10% Shareholders. Notwithstanding Subsection (a)
above,  no Plan  Shares may be  distributed  prior to the date which is five (5)
years from the effective date of the

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Savings  Bank's  Conversion to the extent the Recipient or  Beneficiary,  as the
case may be,  would  after  receipt of such  Shares own in excess of ten percent
(10%) of the issued and outstanding shares of Common Stock held by parties other
than  Parent,  unless such  action is approved in advance by a majority  vote of
disinterested  directors of the Board. Any Plan Shares  remaining  undistributed
solely by reason of the operation of this Subsection (d) shall be distributed to
the  Recipient  or his  Beneficiary  on the date  which is five  years  from the
effective date of the Savings Bank's Conversion.

      (e) Regulatory Exceptions.  No Plan Shares shall be distributed,  however,
unless and until all of the  requirements  of all  applicable law and regulation
shall have been fully  complied  with,  including the receipt of approval of the
Plan by the  stockholders of the Parent by such vote, if any, as may be required
by applicable law and regulations as determined by the Board.

      7.04 Voting of Plan Shares. After a Plan Share Award has been granted, the
Recipient  shall be  entitled to direct the Trustee as to the voting of the Plan
Shares  which are  covered by the Plan  Share  Award and which have not yet been
earned and distributed pursuant to Section 7.03, subject to rules and procedures
adopted by the Committee  for this  purpose.  All shares of Common Stock held by
the  Trust  as to which  Recipients  are not  entitled  to  direct,  or have not
directed,  the  voting of,  shall be voted by the  Trustee  as  directed  by the
Committee.

                                  Article VIII
                                  ------------

                                      TRUST

      8.01 Trust. The Trustee shall receive, hold,  administer,  invest and make
distributions and disbursements from the Trust in accordance with the provisions
of the  Plan  and  Trust  and the  applicable  directions,  rules,  regulations,
procedures and policies established by the Committee pursuant to the Plan.


      8.02 Management of Trust. It is the intent of this Plan and Trust that the
Trustee  shall  have  complete  authority  and  discretion  with  respect to the
management,  control and  investment  of the Trust,  and that the Trustee  shall
invest all assets of the Trust, except those attributable to cash dividends paid
with respect to Plan Shares not held in the Plan Share Reserve,  in Common Stock
to the  fullest  extent  practicable,  and except to the extent that the Trustee
determines  that the holding of monies in cash or cash  equivalents is necessary
to meet the obligations of the Trust. In performing  their duties,  the Trustees
shall have the power to do all things and  execute  such  instruments  as may be
deemed necessary or proper, including the following powers:

      (a) To invest up to one hundred  percent (100%) of all Trust assets in the
      Common Stock without  regard to any law now or hereafter in force limiting
      investments for Trustees or other fiduciaries.  The investment  authorized
      herein may constitute the only investment of the Trust, and in making such
      investment,  the Trustees  are  authorized  to purchase  Common Stock from
      Parent or from any other source, and such Common Stock so purchased may be
      outstanding, newly issued, or Treasury shares.

      (b) To invest in any Trust  assets not  otherwise  invested in  accordance
      with (a) above in such  deposit  accounts,  and  certificates  of  deposit
      (including  those issued by the Savings  Bank),  obligations of the United
      States  government or its agencies or such other  investments  as shall be
      considered the equivalent of cash.

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      (c) To sell,  exchange or  otherwise  dispose of any  property at any time
      held or acquired by the Trust.

      (d) To cause  stocks,  bonds or other  securities  to be registered in the
      name of a nominee,  without  the  addition of words  indicating  that such
      security  is an  asset  of  the  Trust  (but  accurate  records  shall  be
      maintained showing that such security is an asset of the Trust).

      (e) To hold cash without interest in such amounts as may be in the opinion
      of the Trustee reasonable for the proper operation of the Plan and Trust.

      (f)   To employ brokers, agents, custodians, consultants and accountants.

      (g) To hire counsel to render advice with respect to their rights,  duties
      and obligations hereunder, and such other legal services or representation
      as they may deem desirable.

      (h)  To  hold  funds  and  securities   representing  the  amounts  to  be
      distributed  to a  Recipient  or his  Beneficiary  as a  consequence  of a
      dispute as to the disposition thereof,  whether in a segregated account or
      held in common with other assets.

      Notwithstanding  anything  herein  contained to the contrary,  the Trustee
shall not be required to make any  inventory,  appraisal or settlement or report
to any  court,  or to secure  any order of court for the  exercise  of any power
herein contained, or give bond.

      8.03  Records  and  Accounts.  The Trustee  shall  maintain  accurate  and
detailed records and accounts of all  transactions of the Trust,  which shall be
available at all reasonable  times for inspection by any legally entitled person
or entity  to the  extent  required  by  applicable  law,  or any  other  person
determined by the Committee.

      8.04 Earnings. All earnings, gains and losses with respect to Trust assets
shall be allocated in  accordance  with a  reasonable  procedure  adopted by the
Committee,  to bookkeeping  accounts for Recipients or to the general account of
the Trust,  depending on the nature and allocation of the assets generating such
earnings,  gains and losses.  In  particular,  any  earnings  on cash  dividends
received  with  respect to shares of Common Stock shall be allocated to accounts
for Recipients, except to the extent that such cash dividends are distributed to
Recipients, if such shares are the subject of outstanding Plan Share Awards, or,
otherwise to the Plan Share Reserve.

      8.05  Expenses.  All costs and  expenses  incurred  in the  operation  and
administration of this Plan shall be paid by the Savings Bank.

      8.06  Indemnification.  The Parent  shall  indemnify,  defend and hold the
Trustee harmless against all claims,  expenses and liabilities arising out of or
related to the  exercise  of the  Trustee's  powers and the  discharge  of their
duties  hereunder,  unless the same shall be due to their  gross  negligence  or
willful misconduct.


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                                   Article IX
                                   ----------

                                  MISCELLANEOUS

      9.01 Adjustments for Capital Changes.  The aggregate number of Plan Shares
available  for  issuance  pursuant  to the Plan  Share  Awards and the number of
Shares to which any Plan Share Award relates shall be  proportionately  adjusted
for any increase or decrease in the total number of outstanding shares of Common
Stock issued  subsequent to the effective  date of the Plan  resulting  from any
split,  subdivision or consolidation of shares or other capital  adjustment,  or
other increase or decrease in such shares effected without receipt or payment of
consideration by the Parent.

      9.02 Amendment and  Termination of the Plan. The Board may, by resolution,
at any time,  amend or terminate  the Plan.  The power to amend or terminate the
Plan shall  include  the power to direct the Trustee to return to the Parent all
or any part of the assets of the Trust, including shares of Common Stock held in
the Plan  Share  Reserve,  as well as shares of  Common  Stock and other  assets
subject to Plan Share  Awards but not yet earned by the  Employees  to whom they
are  allocated.  However,  the  termination  of the  Trust  shall  not  affect a
Recipients  right to earn Plan Share  Awards and to the  distribution  of Common
Stock relating thereto, including earnings thereon, in accordance with the terms
of this Plan and the grant by the Committee or the Board.

      9.03  Nontransferable.  Plan Share  Awards and rights to Plan Shares shall
not be  transferable  by a Recipient,  and during the lifetime of the Recipient,
Plan Shares may only be earned by and paid to the  Recipient who was notified in
writing of the Award by the Committee  pursuant to Section 6.03. No Recipient or
Beneficiary shall have any right in or claim to any assets of the Plan or Trust,
nor shall the Parent,  Savings Bank,  or any  Subsidiary be subject to any claim
for benefits hereunder.

      9.04  Employment  Rights.  Neither  the Plan nor any grant of a Plan Share
Award  or Plan  Shares  hereunder  nor any  action  taken  by the  Trustee,  the
Committee  or the Board in  connection  with the Plan  shall  create  any right,
either express or implied, on the part of any Employee to continue in the employ
of the Parent, Savings Bank, or a Subsidiary thereof.

      9.05 Voting and Dividend  Rights.  No  Recipient  shall have any voting or
dividend  rights of a stockholder  with respect to any Plan Shares  covered by a
Plan Share Award,  except as expressly provided in Sections 7.02 and 7.04 above,
prior to the time said Plan Shares are actually distributed to him.

      9.06  Governing  Law. The Plan and Trust shall be governed  and  construed
under the laws of the State of West Virginia,  except to the extent that Federal
Law shall be deemed applicable.

      9.07  Effective  Date.  The Plan shall be as  effective  as of the date of
ratification of the Plan by stockholders of the Parent.

      9.08 Term of Plan.  This Plan shall  remain in effect until the earlier of
(1) termination by the Board,  (2) the  distribution of all assets of the Trust,
or (3) 21 years  from the  Effective  Date.  Termination  of the Plan  shall not
effect any Plan Share Awards  previously  granted,  and such Awards shall remain
valid and in effect  until  they have been  earned and paid,  or by their  terms
expire or are forfeited.


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<PAGE>



      9.09 Tax Status of Trust. It is intended that the trust established hereby
be treated as grantor trust of the Savings Bank under the  provisions of Section
671 et seq. of the Internal  Revenue  Code, as the same may be amended from time
to time.





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