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                                                                   EXHIBIT 6.5
                           MOUNTAIN BANK HOLDING COMPANY

                             EMPLOYEE STOCK OPTION PLAN


1.     PURPOSE OF THE PLAN.  The purpose of this Employee Stock Option Plan
       ("Plan") is to secure for MOUNTAIN BANK HOLDING COMPANY ("Holding
       Company") and its shareholders the benefits which flow from providing key
       employees of Holding Company with incentive inherent in common stock
       ownership.  It is generally recognized that stock options plans aid in
       retaining competent employees, furnish a device to attract employees of
       exceptional ability, and provide incentive to employees to make the
       Holding Company successful.  Holding Company intends that Options issued
       pursuant to this Plan shall constitute either Incentive Stock Options
       within the meaning of Section 422 of the Code or Nonqualified Stock
       Options.

2.     DEFINITIONS.  As used in this Plan, the following definitions apply:

       a.     "Board" means the Board of Directors of Holding Company.

       b.     "Code" means the Internal Revenue Code of 1986, as amended.

       c.     "Common Stock" means Holding Company's common stock, currently
              with a par value of $1.00 per share.

       d.     "Committee" has the meaning set forth in subparagraph 4(a) of
              this Plan.

       e.     "Continuous Status as Employee" means the absence of any
              interruption or termination of service as an Employee.  Continuous
              Status as an Employee shall not be considered interrupted in the
              case of sick leave, military leave or any other approved leave of
              absence.

       f.     "Date of Grant" of an Option means the date on which the Committee
              makes the determination granting such Option, or such later date
              as the Committee may designate.  The Date of Grant shall be
              specified in the Option agreement.

       g.     "Employee" means any person employed by Holding Company, or a
              Subsidiary of Holding Company which is currently in existence or
              is hereafter organized or is acquired by Holding Company.

       h.     "Exercise Price" has the meaning set forth in subparagraph 4(b)(2)
              of this Plan.

       i.     "Holding Company" has the meaning set forth in paragraph 1 of this
              Plan.

       j.     "Option" means a stock option granted under this Plan.  Options
              shall include both Incentive Stock Options as defined under
              Section 422 of the Code and


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              Nonqualified Stock Options, which refer to all stock options
              other than Incentive Stock Options.

       k.     "Optionee" means an Employee who receives an Option.

       l.     "Plan" has the meaning set forth in paragraph 1 of this Plan.

       m.     "Parent" means any corporation owning at least eighty percent
              (80%) of the total voting power of the issued and outstanding
              stock of Holding Company, and eighty percent (80%) of the total
              value of the issued and outstanding stock of Holding Company.

       n.     "Shareholder-Employee" means an Employee who owns stock
              representing more than ten percent (10%) of the total combined
              voting power of all classes of stock of Holding Company or of any
              Subsidiary or parent company.  For this purpose, the attribution
              of stock ownership rules provided in Section 424(d) of the Code
              shall apply.

       o.     "Subsidiary" means any corporation of which not less than fifty
              percent (50%) of the voting shares are held by Holding Company or
              a Subsidiary, whether or not such corporation now exists or is
              hereafter organized or acquired by Holding Company or a
              Subsidiary.

3.     STOCK SUBJECT TO OPTIONS.

       a.     NUMBER OF SHARES RESERVED.  The maximum number of shares which may
              be optioned and sold under this Plan is 40,000 shares of the
              Common Stock of Holding Company (subject to adjustment as provided
              in subparagraph 6(j) of this Plan).  During the term of this Plan,
              Holding Company will at all times reserve and keep available a
              sufficient number of shares of its Common Stock to satisfy the
              requirements of this Plan.

       b.     EXPIRED OPTIONS.  If any outstanding Option expires or becomes
              unexercisable for any reason without having been exercised in
              full, the shares of Common Stock allocable to the unexercised
              portion of such Option will again become available for other
              Options.

4.     ADMINISTRATION OF THE PLAN.

       a.     THE COMMITTEE.  The Board will administer this Plan directly,
              acting as a Committee of the whole, or if the Board elects, by a
              separate Committee appointed by the Board for that purpose and
              consisting of at least two non-employee Board members.  All
              references in the Plan to the "Committee" refers to this separate
              Committee, if any is established, or if none is then in existence,
              refers to the Board as a whole.  Once appointed, any Committee
              will continue to serve until otherwise directed by the Board.
              From time to time, the Board may


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              increase the size of the Committee and appoint additional
              members, remove members (with or without cause), appoint new
              members in substitution, and fill vacancies however caused.
              The Committee will select one of its members as chairman, and
              will hold meetings at such times and places as the chairman or
              a majority of the Committee may determine.  At all times, the
              Board will have the power to remove all members of the Committee
              and thereafter to directly administer this Plan as a Committee
              of the whole.

              (1)    Members of the Committee who are eligible for Options or
                     who have been granted Options will be counted for all
                     purposes in determining the existence of a quorum at any
                     meeting of the Committee and will be eligible to vote on
                     all matters before the Committee respecting the granting of
                     Options or administration of this Plan.

              (2)    At least annually, the Committee must present a written
                     report to the Board indicating the persons to whom Options
                     have been granted since the date of the last such report,
                     and in each case the Date of Grant, the number of shares
                     optioned, and the per-share Exercise Price.

       b.     POWERS OF THE COMMITTEE.  All actions of the Committee must be
              either (i) by a majority vote of the members of the full Committee
              at a meeting of the Committee, or (ii) by unanimous written
              consent of all members of the full Committee without a meeting.
              All decisions, determinations and interpretations of the Committee
              will be final and binding on all persons, including all Optionees
              and any other holders or persons interested in any Options, unless
              otherwise expressly determined by a vote of the majority of the
              entire Board.  No member of the Committee or of the Board will be
              liable for any action or determination made in good faith with
              respect to the Plan or any Option.  Subject to all provisions and
              limitations of the Plan, the Committee will have the authority and
              discretion:

              (1)    to determine the persons to whom Options are to be granted,
                     the Dates of Grant, and the number of shares to be
                     represented by each Option;

              (2)    to determine the price at which shares of Common Stock are
                     to be issued under an Option, subject to subparagraph 6(b)
                     of this Plan ("Exercise Price");

              (3)    to determine all other terms and conditions of each Option
                     granted under this Plan (including specification of the
                     dates upon which Options become exercisable, and whether
                     conditioned on performance standards, periods of service or
                     otherwise), which terms and conditions can vary between
                     Options;

              (4)    to modify or amend the terms of any Option previously
                     granted, or to grant substitute Options, subject to
                     subparagraphs 6(l) and 6(m) of this Plan;


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              (5)    to authorize any person or persons to execute and deliver
                     Option agreements or to take any other actions deemed by
                     the Committee to be necessary or appropriate to effect the
                     grant of Options by the Committee;

              (6)    to interpret this Plan and to make all other determinations
                     and take all other actions which the Committee deems
                     necessary or appropriate to administer this Plan in
                     accordance with its terms and conditions.

5.     ELIGIBILITY.  Options may be granted only to Employees.  Granting of
       Options under this Plan will be entirely discretionary with the
       Committee.  Adoption of this Plan will not confer on any Employee any
       right to receive any Option or Options under this Plan unless and until
       said Options are granted by the Committee in its sole discretion.
       Neither the adoption of this Plan nor the granting of any Options under
       this Plan will confer upon any Employee or Optionee any right with
       respect to continuation of employment, nor will the same interfere in any
       way with his or her right or with the right of the shareholders of
       Holding Company or any Subsidiary to terminate his or her employment at
       any time.

6.     TERMS AND CONDITIONS OF OPTIONS.  All Options granted under this Plan
       must be authorized by the Committee, and must be documented in written
       Option agreements in such form as the Committee will approve from time to
       time, which agreements must comply with and be subject to all of the
       following terms and conditions:

       a.     NUMBER OF SHARES; ANNUAL LIMITATION.  Each Option agreement must
              state whether the Option is intended to be an Incentive Stock
              Option or a Nonqualified Stock Option and the number of shares
              subject to Option.  Any number of Options may be granted to an
              Employee at any time; except that, in the case of Incentive Stock
              Options, the aggregate fair market value (determined as of each
              Date of Grant) of all shares of Common Stock with respect to which
              Incentive Stock Options become exercisable for the first time by
              such Employee during any one calendar year (under all incentive
              stock option plans of the Company and all of its Subsidiaries
              taken together) shall not exceed $100,000.  Any portion of an
              Option in excess of the $100,000 limitation shall be treated as a
              Nonqualified Stock Option.

       b.     EXERCISE PRICE AND CONSIDERATION.  The Exercise Price shall be the
              price determined by the Committee, subject to subparagraphs (1)
              and (2) below.

              (1)    In the case of Incentive Stock Options, the Exercise Price
                     shall in no event be less than the fair market value of the
                     Common Stock on the Date of Grant.  In the case of an
                     Incentive Stock Option granted to a Employee who,
                     immediately before the grant of such Incentive Stock
                     Option, is a Shareholder-Employee, the Exercise Price shall
                     be at least 110% of the fair market value of the Common
                     Stock on the Date of Grant.


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              (2)    In all cases, the Exercise Price shall be no less than the
                     greater of (i) the fair market value of the Common Stock or
                     (ii) the net book value of the Common Stock at the time of
                     grant, as is determined by the Committee.

              (3)    In all cases, the Exercise Price shall be payable either
                     (i) in United States dollars upon exercise of the Option,
                     or (ii) if approved by the Board, other consideration
                     including without limitation Common Stock of Holding
                     Company, services, debt instruments or other property.

       c.     TERM OF OPTION.  No Option shall in any event be exercisable after
              the expiration of ten (10) years from the Date of Grant.  Further,
              no Incentive Stock Option granted to a Employee who, immediately
              before such Incentive Stock Option is granted, is a
              Shareholder-Employee shall be exercisable after the expiration of
              five (5) years from the Date of Grant.  Subject to the foregoing
              and other applicable provisions of the Plan including but not
              limited to subparagraphs 6(g), 6(h) and 6(i), the term of each
              Option will be determined by the Committee in its discretion.

       d.     NON-TRANSFERABILITY OF OPTIONS.  No Option may be sold, pledged,
              assigned, hypothecated, transferred, or disposed of in any manner
              other than by will or by the laws of descent or distribution and
              may be exercised, during the lifetime of the Optionee, only by the
              Optionee.

       e.     MANNER OF EXERCISE.  An Option will be deemed to be exercised when
              written notice of exercise has been given to Holding Company in
              accordance with the terms of the Option by the person entitled to
              exercise the Option, together with full payment for the shares of
              Common Stock subject to said notice.

       f.     RIGHTS AS SHAREHOLDER.  An Optionee shall have none of the rights
              of a shareholder with respect to any shares covered by his or her
              Option unless and until the Optionee has exercised such Option and
              submitted full payment for the shares.

       g.     DEATH OF OPTIONEE.  An Option shall be exercisable at any time
              prior to termination under subparagraphs (1) or (2), below, by the
              Optionee's estate or by such person or persons who have acquired
              the right to exercise the Option by bequest or by inheritance or
              by reason of the death of the Optionee.  In the event of the death
              of an Holder,

              (1)    an Incentive Stock Option shall terminate no later than the
                     earliest of (i) one year after the date of death of the
                     Optionee if the Optionee had been in Continuous Status as
                     an Employee since the Date of Grant of the Option, or
                     (ii) the date specified under subparagraph 6(i) of this
                     Plan if the Optionee's status as an Employee was terminated
                     prior to his or her death, or (iii) the expiration date
                     otherwise provided in the applicable Option agreement; and


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              (2)    a Nonqualified Stock Option shall terminate no later than
                     the earlier of (i) one year after the date of death of the
                     Optionee, or (ii) the expiration date otherwise provided in
                     the Option agreement, except that if the expiration date of
                     a Nonqualified Stock Option should occur during the 180-day
                     period immediately following the Optionee's death, such
                     Option shall terminate at the end of such 180-day period.

       h.     DISABILITY OF OPTIONEE.  If an Optionee's status as an Employee is
              terminated at any time during the Option period by reason of a
              disability (within the meaning of Section 22(e)(3) of the Code)
              and if said Optionee had been in Continuous Status as an Employee
              at all times between the date of grant of the Option and the
              termination of his or her status as an Employee, his or her Option
              shall terminate no later than the earlier of (i) one year after
              the date of termination of his or her status as an Employee, or
              (ii) the expiration date otherwise provided in his or her Option
              agreement.

       i.     TERMINATION OF STATUS AS AN EMPLOYEE.

              (1)    If an Optionee's status as an Employee is terminated at any
                     time after the grant of an Option to such Employee for any
                     reason other than death or disability (as described in
                     subparagraphs 6(g) and 6(h) above) and not for cause, as
                     provided in subparagraph (2) below, then such Option shall
                     terminate no later than the earlier of (i) the same day of
                     the third month after the date of termination of his or her
                     status as an Employee, or (ii) the expiration date
                     otherwise provided in his or her Option agreement.

              (2)    If an Optionee's status as an Employee is terminated for
                     cause at any time after the grant of an Option to such
                     Employee, then such Option shall terminate at the end of
                     the day on the date of termination of his or her status as
                     an Employee.  For this purpose, "cause" includes fraud or
                     willful misconduct or any other conduct which the Board
                     reasonably believes will cause or has caused Holding
                     Company substantial injury as a result of gross negligence
                     or dishonesty.

       j.     ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  Subject to any
              required action by the shareholders of Holding Company, the number
              of shares of Common Stock covered by each outstanding Option, the
              number of shares of Common Stock available for grant of additional
              Options, and the per-share Exercise Price in each outstanding
              Option, will be proportionately adjusted for any increase or
              decrease in the number of issued shares of Common Stock resulting
              from any stock split or other subdivision or consolidation of
              shares, the payment of any 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 receipt of consideration
              by Holding Company; PROVIDED, however, that conversion of any
              convertible securities of Holding Company will not be deemed to
              have been "effected without


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              receipt of consideration."  Such adjustment will be made by the
              Committee, whose determination in that respect will be final,
              binding and conclusive.

              (1)    Except as otherwise expressly provided in this subparagraph
                     6(j), no Optionee will have any rights by reason of any
                     stock split or the payment of any stock dividend or any
                     other increase or decrease in the number of shares of
                     Common Stock, and no issuance by Holding Company of shares
                     of stock of any class, or securities convertible into
                     shares of stock of any class, will affect the number of
                     shares or Exercise Price subject to any Options, and no
                     adjustments in Options will be made by reason thereof.  The
                     grant of an Option under this Plan will not affect in any
                     way the right or power of Holding Company to make
                     adjustments, reclassifications, reorganizations or changes
                     of its capital or business structure.

       k.     CONDITIONS UPON ISSUANCE OF SHARES.  Shares of Common Stock will
              not be issued with respect to an Option granted under this Plan
              unless the exercise of such Option and the issuance and delivery
              of such shares pursuant thereto will comply with all applicable
              provisions of law, including applicable federal and state
              securities laws.  As a condition to the exercise of an Option,
              Holding Company may require the person exercising such Option to
              represent and warrant at the time of exercise that the shares of
              Common Stock are being purchased only for investment and without
              any present intention to sell or distribute such Common Stock if,
              in the opinion of counsel for Holding Company, such a
              representation is required by any of the aforementioned relevant
              provisions of law.

       l.     CORPORATE SALE TRANSACTIONS.  In the event of the merger or
              reorganization of Holding Company with or into any other
              corporation, the sale of substantially all of the assets of
              Holding Company, or a dissolution or liquidation of Holding
              Company (collectively, "Sale Transaction"), (1) all outstanding
              Options that are not then fully exercisable will become
              exercisable upon the date of closing of any sale transaction or
              such earlier date as the Committee may fix; and (2) the Committee
              may, in the exercise of its sole discretion, terminate all
              outstanding Options as of a date fixed by the Committee.  In such
              event, however, the Committee must notify each Optionee of such
              action in writing not less than sixty (60) days prior to the
              termination date fixed by the Committee, and each Optionee must
              have the right to exercise his or her Option prior to said
              termination date.

       m.     SUBSTITUTE STOCK OPTIONS.  In connection with an internal
              reorganization of Holding Company, the Committee is authorized, in
              its discretion, to substitute for any unexercised Option, a new
              option for shares of the resulting entity's stock.

       n.     TAX COMPLIANCE.  Holding Company, in its sole discretion, may take
              actions reasonably believed by it to be required to comply with
              any local, state, or federal tax laws relating to the reporting or
              withholding of taxes attributable to the grant or exercise of any
              Option or the disposition of any shares of Common Stock


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              issued upon exercise of an Option, including, but not limited to
              (i) withholding from any Optionee exercising an Option a number
              of shares of Common Stock having a fair market value equal to the
              amount required to be withheld by Holding Company under applicable
              tax laws, and (ii) withholding from any form of compensation or
              other amount due an Optionee, or holder, of shares of Common Stock
              issued upon exercise of an Option any amount required to be
              withheld by Holding Company under applicable tax laws.
              Withholding or reporting will be considered required for purposes
              of this subparagraph if the Committee, in its sole discretion, so
              determines.

       o.     HOLDING PERIOD FOR INCENTIVE STOCK OPTIONS.  With regard to shares
              of Common Stock issued pursuant to an Incentive Stock Option
              granted under the Plan, if the Optionee (or such other person who
              may exercise the Option pursuant to subparagraph 6(g) of this
              Plan) makes a disposition of such shares within two years from the
              Date of Grant of such Option, or within one year from the date of
              issuance of such shares to the Optionee upon the exercise of such
              Option, then the Optionee must notify the Company in writing of
              such disposition and must cooperate with the Company in any tax
              compliance relating to such disposition.

       p.     OTHER PROVISIONS.  Option agreements executed under this Plan may
              contain such other provisions as the Committee will deem
              advisable.

7.     TERM OF THE PLAN.  This Plan will become effective and Options may be
       granted upon the Plan's approval by the Board, subject to shareholder
       approval.  Unless sooner terminated as provided in subparagraph 7(a) of
       this Plan, this Plan will terminate on the tenth (10th) anniversary of
       its effective date.  Options may be granted at any time after the
       effective date and prior to the date of termination of this Plan.

       a.     AMENDMENT OR EARLY TERMINATION OF THE PLAN.  The Board may
              terminate this Plan at any time.  The Board may amend this Plan at
              any time and from time to time in such respects as the Board may
              deem advisable, except that, without approval of the shareholders,
              no revision or amendment will increase the number of shares of
              Common Stock subject to this Plan other than in connection with an
              adjustment under subparagraph 6(j) of this Plan.

       b.     EFFECT OF AMENDMENT OR TERMINATION.  No amendment or termination
              of this Plan will affect Options granted prior to such amendment
              or termination, and all such Options will remain in full force and
              effect notwithstanding such amendment or termination.

8.     SHAREHOLDER APPROVAL.  Adoption of this Plan will be subject to
       ratification by affirmative vote of shareholders owning at least a
       majority of the outstanding Common Stock of Holding Company at a duly
       convened meeting.  If such shareholder approval is not obtained within
       twelve (12) months after the date of the Board's adoption of this Plan,
       then this Plan shall terminate subject to subparagraph 7(b) of the Plan
       except that


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       any Incentive Stock Options previously granted under the Plan shall
       become Nonqualified Stock Options, and no further Options shall be
       granted under the Plan.


                                *  *  *  *  *













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                            CERTIFICATE OF ADOPTION


       I certify that the foregoing Employee Stock Option Plan was approved
by the Board of Directors of Mountain Bank Holding Company on February 18,
1999.

       I further certify that the foregoing Employee Stock Option Plan was
approved by the shareholders of Mountain Bank Holding Company on April 13,
1999.


                                        /s/ Sheila Marie Brumley
                                        ---------------------------------------
                                        Sheila Marie Brumley, Secretary










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