EXHIBIT 10.14

                               FIRST AMENDMENT TO
                            1996 STOCK OPTION PLAN OF
                        FIRST COMMUNITY BANCSHARES, INC.
                        --------------------------------

                                    Recitals
                                    --------

         WHEREAS, First Community Bancshares, Inc. (the "Company") has a 1996
Stock Option Plan, (the "Plan") that was adopted by the Board of Directors and
approved by the Shareholders of the Company;

         WHEREAS, the Company desires to modify certain provisions of the Plan
to allow for non-qualified stock options to be transferable, as more
specifically provided hereinafter;

         WHEREAS, terms used in the First Amendments to 1996 Stock Option Plan,
which are not defined herein, shall have the meanings ascribed to them in the
Plan.

                                    Amendment
                                    ---------

         NOW THEREFORE, in consideration of the foregoing recitals, the Plan is
hereby amended as follows:

         1.       Section 9.3.9. of the Plan is hereby superseded and replaced
                  with the following:

                  9.3.9    Assignability

                  No Incentive Stock Option shall be assignable or transferable
                  except by will or by the laws of descent and distribution.
                  During the lifetime of a Participant, the Incentive Stock
                  Option shall be exercisable only by him/her. A Participant may
                  transfer an Option that is not an Incentive Stock Option
                  during his lifetime. In case of the judicially declared
                  incompetence or disability of a Participant, the legally
                  appointed guardian or conservator of his/her estate may
                  exercise the Option.

         2.       Except as amended hereby, the Plan shall remain in full force
                  and effect.

                  This First Amendment to 1996 Stock Option Plan shall be
                  effective as of November 17, 1999 and shall apply to all
                  outstanding and future Stock Option Agreements.


Adopted by the Board - November 17, 1999.