Exhibit 10.2

                     INDEPENDENT COMMUNITY BANKSHARES, INC.
                             1997 STOCK OPTION PLAN

                                    ARTICLE I
                                   Definitions

         1.01   Affiliate  means any entity that is a subsidiary  corporation of
the Company.  For this purpose,  "subsidiary  corporation" means any corporation
(other than the Company) in an unbroken chain of corporations beginning with the
Company  if,  at the  time  of the  granting  of the  Option  one or more of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing 50 percent or more of the total combined  voting power of all classes
of stock in such corporation.

         1.02   Agreement means a written agreement  (including any amendment or
supplement  thereto) between the Company and a Participant  specifying the terms
and conditions of an Option granted to such Participant.

         1.03   Board means the Board of Directors of the Company.

         1.04   Code means the Internal  Revenue Code of 1986 and any amendments
thereto.

         1.05   Common Stock means the common stock of the Company.

         1.06   Company means Independent Community Bankshares, Inc.

         1.07   Fair Market Value means, on any given date, (i) the mean between
the bid and asked  prices of the  Common  Stock for such date or, if the  Common
Stock was not traded on such day, then on the next preceding day that the Common
Stock was so traded,  or (ii) in the event the Board determines that the bid and
asked  prices  for the  Common  Stock are not  available  to do not  provide  an
accurate  measure of Fair  Market  Value,  such other  amount as the Board shall
determine  based upon a good faith  method of  valuation  to be the Fair  Market
Value.

         1.08   Option means a stock option that entitles the holder to purchase
from the  Company a stated  number  of  shares of Common  Stock at the price set
forth in an Agreement.

         1.09   Participant  means an employee of the Company or of an Affiliate
who  satisfies  the  requirements  of Article IV and is selected by the Board to
receive an Option.

         1.10   Plan means the Independent Community Bankshares, Inc. 1997 Stock
Option Plan.

                                   ARTICLE II
                                    Purposes

         The Plan is intended to foster and  promote  the  long-term  growth and
financial  success of the Company and its Affiliates by assisting the Company in
recruiting  and retaining key employees  with ability and initiative by enabling
individuals  who  contribute  significantly  to the Company or an  Affiliate  to
participate in its future success and to associate their interests with those of
the Company.  The proceeds received by the Company from the sale of Common Stock
pursuant to this Plan shall be used for general corporate purposes.  The Plan is
not expected to have any material  effect on the value of issued and outstanding
shares of the Company's Common Stock.


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         The Plan is intended to enable stock options  granted under the Plan to
qualify as incentive  stock options  ("Incentive  Stock  Options") under Section
422A of the Internal  Revenue Code of 1986,  as amended (the  "Internal  Revenue
Code").

                                   ARTICLE III
                                 Administration

         The Plan  shall be  administered  by the  Board.  The Board  shall have
authority to grant Options upon such terms (not inconsistent with the provisions
of this Plan) as the Board may  consider  appropriate.  Such  terms may  include
conditions (in addition to those contained in the Plan) on the exercisability of
all or any part of an  Option.  In  addition,  the  Board  shall  have  complete
authority to interpret  all  provisions  of this Plan;  to prescribe the form of
Agreements;  to adopt, amend and rescind rules and regulations pertaining to the
administration  of the Plan; and to make all other  determinations  necessary or
advisable for the  administration of this Plan. The express grant in the Plan of
any specific  power to the Board shall not be construed as limiting any power or
authority of the Board.  Any decision  made,  or action  taken,  by the Board in
connection with the  administration  of this Plan shall be final and conclusive.
No member of the Board  shall be liable  for any act done with  respect  to this
Plan or any Agreement or Option.  All expenses of administering  this Plan shall
be borne by the Company.

                                   ARTICLE IV
                                   Eligibility

         4.01   General.  Any  employee  of  the  Company  or of  any  Affiliate
(including any corporation  that becomes an Affiliate after the adoption of this
Plan) who, in the judgment of the Board, has contributed significantly or can be
expected to contribute  significantly to the profits or growth of the Company or
an Affiliate may receive one or more Options.

         4.02   Grants.  The Board shall  designate  individuals to whom Options
are to be granted and will specify the number of shares of Common Stock  subject
to each  grant.  All  Options  granted  under  this Plan shall be  evidenced  by
Agreements  which shall be subject to applicable  provisions of this Plan and to
such other provisions as the Board may adopt.

                                    ARTICLE V
                             Shares Subject to Plan

         Upon the  exercise of any  Option,  the  Company  shall  deliver to the
Participant  authorized  but  unissued  shares  of  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 45,000,  subject to the  adjustment  as
provided in Article XII. If an Option is  cancelled  by mutual  agreement of the
Company and a Participant  or  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.

                                   ARTICLE VI
                            Tax Character of Options

         The Board shall have the discretion to designate  whether Options shall
be  Incentive  Stock  Options or  non-statutory  options.  To the extent that an
Option exceeds the limitation described in Article X, the Option shall not be an
Incentive Stock Option.



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<PAGE>

                                   ARTICLE VII
                                      Price

         The price per share paid by a Participant for Common Stock purchased on
the  exercise of an  Incentive  Stock  Option  shall be equal to the Fair Market
Value per share of the Company's Common stock on the date the Option is granted.
In the  discretion of the Board,  the price per share paid by a  Participant  in
connection with a non-statutory stock Option may be less then at the Fair Market
Value per share of the Company's Common Stock on the date the Option is granted.

                                  ARTICLE VIII
                               Exercise of Options

         8.01   Maximum Option Period.  No Option shall be exercisable after the
expiration of ten years from the date Option was granted. The Board, at the time
of grant,  may direct  that an Option be  exercisable  for a period of less than
such maximum period.

         8.02   Nontransferability.  Any Option granted under this Plan shall be
nontransferable  except  by will or by the  laws of  descent  and  distribution.
During the lifetime of the Participant to whom the Option is granted, the Option
may  be  exercised  only  by  the  Participant.  No  right  or  interest  of the
Participant  in any  Option  shall be  liable  for,  or  subject  to,  any lien,
obligation, or liability of such Participant.

         8.03   Employee  Status.  In the  event  that the  terms of any  Option
provide that it may be exercised  only during  employment  or within a specified
period of time after  termination  of  employment,  the Board may decide in each
case to what extent  leaves of absences for  governmental  or military  service,
illness, temporary disability, or other reason shall not be deemed interruptions
of continuous employment.

                                   ARTICLE IX
                          Method of Exercise of Options

         9.01   Exercise. Subject to the provision of Articles VIII and XIII, an
Option  may be  exercised  in whole at any time or in part  from time to time at
such  times  and  in  compliance  with  such  requirements  as the  Board  shall
determine.  An Option  granted under this Plan may be exercised  with respect to
any number of whole  shares less then the full number for which the Option could
be exercised.  Such partial  exercise of an Option shall not affect the right to
exercise the Option from time to time in accordance  with this Plan with respect
to remaining shares subject to the Option.

         9.02   Payment. Unless otherwise provided by the Agreement,  payment of
the Option price shall be made in cash or a cash  equivalent  acceptable  to the
Board. If the Agreement provides, payment of all or part of the Option price may
be made by surrendering  shares of Common Stock to the Company.  If Common Stock
is used to pay all or part of the Option price, the shares surrendered must have
a Fair market Value  (determined  as of the day  preceding the date of exercise)
that is not less than such price or part thereof.

         9.03   Shareholder  Rights.  No  Participant  shall,  as  a  result  of
receiving  an  Option,  have  any  rights  as a  shareholder  until  the date he
exercises such Option.

                                    ARTICLE X
                     Limitations on Incentive Stock Options

         No Incentive  Stock Option shall be granted to any optionee which would
cause the  aggregate  Fair  Market  Value of the  stock  with  respect  to which
Incentive  Stock  Options are  exercisable  by such  optionee for the first time
during any calendar year to exceed  $100,000.  For the purposes of this Article,
Incentive  Stock Options  include all Incentive Stock Options under plans of the
Company and its Affiliates.



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<PAGE>

                                   ARTICLE XI
                                Change in Control

         11.01  Options.  An  Agreement  may  provide  that  an  Option  that is
outstanding on a Change in Control Date shall be exercisable in whole or in part
on that date and thereafter  during the remainder of the option period stated in
the Agreement.

         11.02  Change in Control. A Change in Control occurs if, after the date
of the  Agreement,  (i) any person who is not a Director  of the  Company on the
date that this Plan is adopted by the  shareholders of the Company,  including a
"group" as defined in Section  13(d)(3) of the Securities  Exchange Act of 1934,
becomes the owner or beneficial owner of Company  securities  having 20% or more
of the combined voting power of the then outstanding Company securities that may
be cast for the election of the Company's  directors  (other than as a result of
an issuance of  securities  initiated by the Company,  or open market  purchases
approved  by the  Board,  as long as the  majority  of the Board  approving  the
purchases  is a majority  at the time the  purchases  are made);  or (ii) as the
direct or indirect  result of, or in connection  with, a cash tender or exchange
offer, a merger or other  business  combination,  a sale of assets,  a contested
election,  or any  combination  of  these  transactions,  the  persons  who were
Directors of the Company before such transactions cease to constitute a majority
of the Company's Board, or any successor's  board,  within two years of the last
of such  transactions;  or (iii) with  respect to a  Participant  employed by an
Affiliate,  an event occurs with respect to the  employer  such that,  after the
event,  the employer is no longer an Affiliate and the Participant is not longer
employed by the Company or an  Affiliate.  For purposes of this  Agreement,  the
Control  Change  Date is the date on which an event  described  in (i),  (ii) or
(iii)  occurs.  If a  Change  in  Control  occurs  on  account  of a  series  of
transactions,  the  Control  Change  Date  is the  date  of  the  last  of  such
transactions.

                                   ARTICLE XII
                     Adjustment Upon Change in Common Stock

         Should the Company effect one or more stock dividends, stock split-ups,
subdivisions  or  consolidations  of  shares,  the  number of shares as to which
Options may be granted under this Plan shall be proportionately adjusted and the
terms of Options shall be adjusted as the Board shall  determine to be equitably
required.  Any  determination  made under this Article XII by the Board shall be
final and conclusive.

         The  issuance  by the  Company  of  shares  of stock of any  class,  or
securities  convertible  into shares of stock of any class, for cash or property
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefore,  or upon conversion of shares or obligations
of the  Company  convertible  into such  shares or other  securities,  shall not
affect,  and no  adjustment  by reason  thereof  shall be made with  respect to,
Options.

                                  ARTICLE XIII
                             Compliance with Law and
                          Approval of Regulatory Bodies

         No Option shall be  exercisable,  no Common  Stock shall be issued,  no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under this Plan except in  compliance  with all  applicable  federal and
state laws and  regulations  (including,  without  limitations,  withholding tax
requirements)  and the  rules of all  domestic  stock  exchanges  on  which  the
Company's  shares may be listed.  The Company shall have the right to rely on an
opinion of its counsel as to such compliance.  Any share  certificate  issued to
evidence Common Stock for which an Option is exercised may bear such legends and
statements as the Board may deem advisable to assure compliance with federal and
state laws and  regulations.  No Option  shall be  exercisable,  no Common Stock
shall be issued,  no certificate  for shares shall be delivered,  and no payment
shall be made under this Plan until the Company  has  obtained  such



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<PAGE>

consent or  approval  as the Board may deem  advisable  from  regulatory  bodies
having jurisdiction over such matters.

                                   ARTICLE XIV
                               General Provisions

         14.01  Effect of Employment. Neither the adoption of this Plan, nor any
Agreement or other  document  describing  or referring to this Plan (or any part
thereof)  shall  confer upon any employee any right to continue in the employ of
the  Company  or an  Affiliate  or in any way  affect any right and power of the
Company or an Affiliate to terminate the  employment of any employee at any time
with or without assigning a reason therefor.

         14.02  Unfunded Plan. The Plan, insofar as it provides for grants shall
be  unfunded,  and neither the  Company nor any  Affiliate  shall be required to
segregate  any assets that may at any time be  represented  by grants under this
Plan. Any liability of the Company or an Affiliate to any person with respect to
any grant under this Plan shall be based solely upon any contractual obligations
that may be created  pursuant to this Plan. No such obligation of the Company or
an  Affiliate  shall  be  deemed  to be  secured  by any  pledge  of,  or  other
encumbrance on, any property of the Company or an Affiliate.

         14.03  Rules of  Construction.  Headings  are given to the  articles of
this Plan solely as a convenience to facilitate reference.  The reference to any
statute,  regulations,  or other  provision of law shall be construed to include
any amendment to or successor of such provision of law.

                                   ARTICLE XV
                                    Amendment

         The Board may amend or terminate this Plan from time to time; provided,
however,  that if this  Plan  is  approved  by the  Company's  shareholders,  no
amendment may become effective until  shareholder  approval of such amendment is
obtained if the amendment  (i)  materially  increases  the  aggregate  number of
shares that may be issued  pursuant to Options,  (ii)  materially  increases the
benefits  accruing to Participants  under the Plan, or (iii) materially  changes
the class of employees  eligible to become  Participants.  No  amendment  shall,
without a Participant's consent, adversely affect any rights of such Participant
under an Option outstanding at the time such amendment is made.

                                   ARTICLE XVI
                                Duration of Plan

         No Option may be  granted  under this Plan  after  November  12,  2007.
Options  granted  before such date shall remain valid in  accordance  with their
terms.



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