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                                                                    EXHIBIT 6.7
                           MOUNTAIN BANK HOLDING COMPANY

                             DIRECTOR STOCK OPTION PLAN


1.     PURPOSE OF THE PLAN.  The purpose of this Director Stock Option Plan
       ("Plan") is to secure for MOUNTAIN BANK HOLDING COMPANY ("Holding
       Company") and its shareholders the benefits which flow from providing
       Directors of the Holding Company with incentive inherent in common stock
       ownership.  It is generally recognized that stock options plans aid in
       retaining competent directors, furnish a device to attract directors of
       exceptional ability, and provide incentive to Directors to make the
       Holding Company successful.  Holding Company intends that Options issued
       under this Plan will constitute 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.     "Common Stock" means Holding Company's common stock, currently
              with a par value of $1.00 per share.

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

       d.     "Continuous Status as a Director" means the absence of any
              interruption or termination of service as a Director.

       e.     "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.

       f.     "Director" means any person serving as a member of the Board of
              Holding Company or a Subsidiary of Holding Company which is
              currently in existence or is hereafter organized or is acquired by
              Holding Company.

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

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

       i.     "Option" means a stock option granted under this Plan, which
              constitutes a Nonqualified Stock Option.

       j.     "Optionee" means a Director who receives an Option.

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


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       l.     "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.

       m.     "Subsidiary" means any bank or other 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 20,000 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 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.


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              (2)    At least annually, the Committee must present a written
                     report to the Board indicating the Directors 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 Directors 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;

              (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 Directors.  Granting of
       Options under this Plan will be entirely discretionary with the
       Committee.  Adoption of this Plan will not confer on any Director 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


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       Director or Optionee any right with respect to continuation of status
       as a Director, 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 status as a Director 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.  Each Option agreement must state the number of
              shares subject to Option.  Any number of Options may be granted to
              a single eligible Director at any time and from time to time.

       b.     EXERCISE PRICE AND CONSIDERATION.  Each option agreement must
              state the Exercise Price for the shares of Common Stock to be
              issued under the Option, which price must be not less than the
              greater of (1) the fair market value of the Common Stock or (2)
              the net book value of the Common Stock at the time of grant, as is
              determined by the Committee.  The Exercise Price is payable either
              (i) in United States dollars upon exercise of the Options, or (ii)
              if approved by the Board or Committee, other consideration
              including without limitation Common Stock of Holding Company,
              services, or other property.

       c.     TERM OF OPTION.  Subject to other applicable provisions of this
              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.  In the event of the death of an Optionee who
              at the time of his or her death was a Director and who had been in
              Continuous Status as a Director since the Date of Grant of the
              Option, the Option will terminate on 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


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              should occur during the 180-day period immediately following the
              Optionee's death, such Option will terminate at the end of such
              180-day period.  The Option will be exercisable at any time
              prior to such termination 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.

       h.     DISABILITY OF OPTIONEE.  If an Optionee's status as a Director is
              terminated at any time during the Option period by reason of a
              disability (within the meaning of Section 22(e)(3) of the Internal
              Revenue Code) and if said Optionee had been in Continuous Status
              as a Director at all times between the Date of Grant of the Option
              and the termination of his or her status as a Director, his or her
              Option will terminate on the earlier of (i) one year after the
              date of termination of his or her status as a Director, or (ii)
              the expiration date otherwise provided in his or her Option
              agreement.

       i.     TERMINATION OF STATUS AS A DIRECTOR.

              (1)    If an Optionee's status as a Director is terminated at any
                     time after the grant of an Option to such Director for any
                     reason other than death or disability, as provided in
                     subparagraphs 6(g) and 6(h) of this Plan, and excepting if
                     the Director is removed for cause, as provided in
                     subparagraph (2) below, such Option will terminate on the
                     earlier of (i) the same day of the sixth month after the
                     date of termination of his or her status as a Director, or
                     (ii) the expiration date otherwise provided in his or her
                     Option agreement.

              (2)    If an Optionee is removed as a Director for cause at any
                     time after the grant of an Option to such Director, then
                     such Option will terminate on the date of termination of
                     his or her status as a Director.  For this purpose, cause
                     will be deemed to exist only if the Board has reasonable
                     grounds to believe that Holding Company has suffered or
                     will suffer substantial injury as a result of the gross
                     negligence or dishonesty of the Director who is removed.

       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 (e.g., formation of a 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


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              or exercise of any Option or the disposition of any shares of
              Common Stock 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.     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.


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                               CERTIFICATE OF ADOPTION


       I certify that the foregoing Director 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 Director 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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