Exhibit 4.4

                               FIRST AMENDMENT TO
                          COMMONWEALTH BANKSHARES, INC.
                  NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN

Article III of the Non-Employee Director Stock Compensation Plan is hereby
amended to read as follows:

            "The Plan  shall be  administered  by the  Board,  which  shall have
            authority to interpret all provisions of this Plan; to prescribe the
            form  of  Agreements;   to  adopt,   amend  and  rescind  rules  and
            regulations  pertaining to  administration of this Plan; and to make
            all   other   determinations   necessary   or   advisable   for  the
            administration  of this Plan.  Any decision  made or action taken by
            the Board in connection with the  administration  of this Plan shall
            be final and  conclusive.  All expenses of  administering  this Plan
            shall be borne by the Company."

Article IV of the Non-Employee Director Stock Compensation Plan is hereby
amended to read as follows:

            "GRANT OF OPTIONS.

            The Board shall have  authority  to designate  Participants  to whom
            Options  are to be granted  and shall  specify  the number of shares
            subject to grants.  All Options  shall be  evidenced by an Agreement
            which shall be subject to the provisions of this Plan and such other
            provisions as the Board may adopt."

Article V of the Non Employee Director Stock Compensation Plan is hereby amended
to read as follows:

            "Upon the  exercise  of any  Option,  the Company may deliver to the
            Participant  (or the  Participant's  broker  if the  Participant  so
            directs) authorized but unissued Common Stock. The maximum aggregate
            number of shares of Common Stock that may be issued  pursuant to the
            exercise of Options under this Plan is 70,000, subject to adjustment
            as provided in Article IX. If an Option is  terminated,  in whole or
            in part,  for any  reason  other  than its  exercise,  the number of
            shares of Common Stock  allocated  to the option or portion  thereof
            may be  reallocated to other Options to be granted under this Plan."
            [Emphasis added.]