EXHIBIT 10.27


                  VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION

                     1997 DIRECTORS STOCK COMPENSATION PLAN


     1. PURPOSE OF THE PLAN. The Plan shall be known as the Virginia Beach
  Federal Financial Corporation ("Company") 1997 Directors Stock Compensation
  Plan (the "Plan"). The purpose of the Plan is to retain and reward qualified
  personnel for positions of substantial responsibility as members of the Board
  of Directors of the Company or any present or future parent or subsidiary of
  the Company to promote the success of the business. The Plan is intended to
  provide for the grant of Stock Options that are not "incentive Stock Options,"
  within the meaning of Section 422 of the Internal Revenue Code of 1986, as
  amended (the "Code").

     2. DEFINITIONS. The following words and phrases when used in this Plan with
  an initial capital letter, unless the context clearly indicates otherwise,
  shall have the meaning as set forth below. Wherever appropriate, the masculine
  pronoun shall include the feminine pronoun and the singular shall include the
  plural.

     (a) "Award" means the grant by the Committee or in accordance with the
  terms of the Plan of a Stock Option.

     (b) "Board" shall mean the Board of Directors of the Company, or any
  successor or parent corporation thereto.

     (c) "Change in Control" shall mean: (i) the sale of all, or a material
  portion, of the assets of the Company; (ii) the merger or recapitalization of
  the Company whereby the Company is not the surviving entity; (iii) a change in
  control of the Company, as otherwise defined or determined by the Office of
  Thrift Supervision or regulations promulgated by it; or (iv) the acquisition,
  directly of indirectly, of the beneficial ownership (within the meaning of
  that term as it is used in Section 13(d) of the Securities Exchange Act of
  1934 and the rules and regulations promulgated thereunder) of twenty-five
  percent (25%) or more of the outstanding voting securities of the Company by
  any person, trust, entity or group. This limitation shall not apply to the
  purchase of shares by underwriters in connection with a public offering of
  Company stock, or the purchase of shares of up to 25% of any class of
  securities of the Company by a tax-qualified employee stock benefit plan. The
  term "person" refers to an individual or a corporation, partnership, trust,
  association, joint venture, pool, syndicate, sole proprietorship,
  unincorporated organization or any other form of entity not specifically
  listed herein. The decision of the Committee as to whether a Change in Control
  has occurred shall be conclusive and binding.

     (d) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
  regulations promulgated thereunder.

     (e) "Committee" shall mean the Board or the Stock Option Committee
  appointed by the Board in accordance with Section 5(a) of the Plan.

     (f) "Common Stock" shall mean the common stock of the Company, or any
  successor or parent corporation thereto.

     (g) "Company" shall mean the Virginia Beach Federal Financial Corporation,
  the parent corporation of the Savings Bank, or any successor or Parent
  thereof.

     (h) "Director" shall mean a member of the Board of the Company, or any
  successor or parent corporation thereto.
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     (i) "Director Emeritus" shall mean a person serving as a director emeritus,
  advisory director, consulting director, or other similar position as may be
  appointed by the Board of Directors of the Savings Bank or the Company from
  time to time.

     (j) "Disability" means any physical or mental impairment which renders the
  Participant incapable of continuing in the employment or service of the
  Savings Association or the Parent in his then current capacity as determined
  by the Committee.

     (k) "Effective Date" shall mean December 11, 1997.

     (l) "Employee" shall mean any person employed by the Company or any present
  or future Parent or subsidiary of the Company. "Non-Employee" shall mean an
  individual not employed by the Company or any present or future Parent or
  Subsidiary of the Company.

     (m) "Fair Market Value" shall mean: (i) if the Common Stock is traded
  otherwise than on a national securities exchange, then the Fair Market Value
  per Share shall be equal to the mean between the last bid and ask price of
  such Common Stock on such date or, if there is no bid and ask price on said
  date, then on the immediately prior business day on which there was a bid and
  ask price. If no such bid and ask price is available, then the Fair Market
  Value shall be determined by the Committee in good faith; or (ii) if the
  Common Stock is listed on a national securities exchange (including the NASDAQ
  National Market System), then the Fair Market Value per Share shall be not
  less than the average of the highest and lowest selling price of such Common
  Stock on such exchange on such date, or if there were no sales on said date,
  then the Fair Market Value shall be not less than the mean between the last
  bid and ask price on such date.

     (n) "Option", or "Stock Option" shall mean an Award granted pursuant to
  this Plan providing the holder of such Option with the right to purchase
  Common Stock.

     (o) "Optioned Stock" shall mean stock subject to an Option granted pursuant
  to the Plan.

     (p) "Optionee" shall mean any person who received an Option or Award
  pursuant to the Plan.

     (q) "Parent" shall mean any present or future corporation which would be a
  "parent corporation" as defined in Sections 424(e) and (g) of the Code.

     (r) "Participant" means any director of the Company or any Parent or
  Subsidiary of the Company or any other person providing a service to the
  Company who is selected by the Committee to receive an Award, or who by the
  express terms of the Plan is granted an Award.

     (s) "Plan" shall mean the Virginia Beach Federal Financial Corporation 1997
  Directors Stock Compensation Plan.

     (t) "Savings Bank" shall mean First Coastal Bank, Virginia Beach, Virginia,
  or any successor corporation thereto.

     (u) "Share" shall mean one share of the Common Stock.

     (v) "Subsidiary" shall mean any present or future corporation which
  constitutes a "subsidiary corporation" as defined in Sections 424(f) and (g)
  of the Code.

     3. SHARES SUBJECT TO THE PLAN. Except as otherwise required by the
  provisions of Section 11 hereof, the aggregate number of Shares with respect
  to which Awards may be made pursuant to the Plan shall not exceed 25,000
  Shares. Such Shares may either be from authorized but unissued shares or
  shares purchased in the market for Plan purposes. If an Award shall expire,
  become unexercisable, or be forfeited for any reason prior to its exercise,
  new Awards may be granted under the Plan with respect to the number of Shares
  as to which such expiration has occurred.
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4.       SIX MONTH HOLDING PERIOD.

     Except in the event of the death or disability of the Optionee or a Change
  in Control of the Company, a minimum of six months must elapse between the
  date of the grant of an Option and the date of the sale of the Common Stock
  received through the exercise of such Option.

     5.  ADMINISTRATION OF THE PLAN.

     (A) COMPOSITION OF THE COMMITTEE. The Plan shall be administered by the
  Board of Directors of the Company or a Committee which shall consist of not
  less than two Directors of the Company appointed by the Board and serving at
  the pleasure of the Board. All persons designated as members of the Committee
  shall meet the requirements of a "Non-Employee Director" within the meaning of
  Rule 16b-3 under the Securities Exchange Act of 1934, as amended, as found at
  17 CFRss.240.16b-3.

     (B) POWERS OF THE COMMITTEE. The Committee is authorized (but only to the
  extent not contrary to the express provisions of the Plan or to resolutions
  adopted by the Board) to interpret the Plan, to prescribe, amend and rescind
  rules and regulations relating to the Plan, to determine the form and content
  of Awards to be issued under the Plan and to make other determinations
  necessary or advisable for the administration of the Plan, and shall have and
  may exercise such other power and authority as may be delegated to it by the
  Board from time to time. A majority of the entire Committee shall constitute a
  quorum and the action of a majority of the members present at any meeting at
  which a quorum is present shall be deemed the action of the Committee. In no
  event may the Committee revoke outstanding Awards without the consent of the
  Participant.

     The President of the Company and such other officers as shall be designated
  by the Committee are hereby authorized to execute written agreements
  evidencing Awards on behalf of the Company and to cause them to be delivered
  to the Participants. Such agreements shall set forth the Option exercise
  price, the number of shares of Common Stock subject to such Option, the
  expiration date of such Options, and such other terms and restrictions
  applicable to such Award as are determined in accordance with the Plan or the
  actions of the Committee.

     (C) EFFECT OF COMMITTEE'S DECISION. All decisions, determinations and
  interpretations of the Committee shall be final and conclusive on all persons
  affected thereby.

     6. ELIGIBILITY FOR AWARDS AND LIMITATIONS.

     (a) The Committee shall from time to time determine the Participants who
  shall be granted Awards under the Plan and the number of Awards to be granted
  to each such persons. In selecting Participants and in determining the number
  of Shares of Common Stock to be granted to each such Participant, the
  Committee may consider the nature of the prior and anticipated future services
  rendered by each such Participant, each such Participant's current and
  potential contribution to the Company and such other factors as the Committee
  may, in its sole discretion, deem relevant. Participants who have been granted
  an Award may, if otherwise eligible, be granted additional Awards.

     (b) In no event shall Shares subject to Options granted to any Participant
  exceed more than 12.5% of the total number of Shares authorized for delivery
  under the Plan.

     7. TERM OF THE PLAN. The Plan shall continue in effect for a term of ten
  (10) years from the Effective Date, unless the Plan is terminated by the Board
  in accordance with the Plan.

     8. TERMS AND CONDITIONS OF STOCK OPTIONS. Stock Options may be granted or
  awarded only to Participants. Each Stock Option granted pursuant to the Plan
  shall be evidenced by an instrument in such form as the Committee shall from
  time to time approve. Each Stock Option granted pursuant to the Plan shall
  comply with, and be subject to, the following terms and conditions:
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     (A) OPTION PRICE. The price per Share at which each Stock Option granted by
  the Committee under the Plan may be exercised shall not, as to any particular
  Stock Option, be less than the Fair Market Value of the Common Stock on the
  date that such Stock Option is granted.

     (B) PAYMENT. Full payment for each Share of Common Stock purchased upon the
  exercise of any Stock Option granted under the Plan shall be made at the time
  of exercise of each such Stock Option and shall be paid in cash (in United
  States Dollars), Common Stock or a combination of cash and Common Stock.
  Common Stock utilized in full or partial payment of the exercise price shall
  be valued at the Fair Market Value at the date of exercise. The Company shall
  accept full or partial payment in Common Stock only to the extent permitted by
  applicable law. No Shares of Common Stock shall be issued until full payment
  has been received by the Company, and no Optionee shall have any of the rights
  of a stockholder of the Company until Shares of Common Stock are issued to the
  Optionee.

     (C) TERM OF STOCK OPTION. The term of exercisability of each Stock Option
  granted pursuant to the Plan shall be not more than ten (10) years from the
  date each such Stock Option is granted.

     (D) EXERCISE GENERALLY. Except as otherwise provided by the terms of the
  Plan or by action of the Committee at the time of the grant of the Options,
  the Options granted will be first exercisable as of the date of grant of such
  options and shall remain exercisable during such periods of service as a
  Director or Director Emeritus.

     (E) CASHLESS EXERCISE. Subject to vesting requirements, if applicable, an
  Optionee who has held an Stock Option for at least six months may engage in
  the "cashless exercise" of the Option. Upon a cashless exercise, an Optionee
  shall give the Company written notice of the exercise of the Option together
  with an order to a registered broker-dealer or equivalent third party, to sell
  part or all of the Optioned Stock and to deliver enough of the proceeds to the
  Company to pay the Option exercise price and any applicable withholding taxes.
  If the Optionee does not sell the Optioned Stock through a registered
  broker-dealer or equivalent third party, the Optionee can give the Company
  written notice of the exercise of the Option and the third party purchaser of
  the Optioned Stock shall pay the Option exercise price plus any applicable
  withholding taxes to the Company.

     (F) TRANSFERABILITY. An Stock Option granted pursuant to the Plan shall be
  exercised during an Optionee's lifetime only by the Optionee to whom it was
  granted and shall not be assignable or transferable otherwise than by will or
  by the laws of descent and distribution.

     9. AWARDS TO DIRECTORS

     As of December 11, 1997, Stock Options to purchase 3,125 shares of Common
  Stock shall be granted to each Director of the Company that is not on that
  date an employee of the Company or the Savings Bank. Such Options shall be
  exercisable at a price equal to the Fair Market Value of the Common Stock as
  of the date of grant of such Options. Such Options will be first exercisable
  as of the Date of Grant. Such Options shall continue to be exercisable for a
  period of ten years following the date of grant without regard to the
  continued services of such Director as an Employee, Director or Director
  Emeritus. In the event of the Optionee's death, such Options may be exercised
  by the personal representative of his estate or person or persons to whom his
  rights under such Option shall have passed by will or by the laws of descent
  and distribution. Unless otherwise inapplicable, or inconsistent with the
  provisions of this paragraph, the Options to be granted to Directors hereunder
  shall be subject to all other provisions of this Plan.

     10. WITHHOLDING TAX. The Company shall have the right to deduct from all
  amounts paid in cash with respect to the cashless exercise of Options under
  the Plan any taxes required by law to be withheld with respect to such cash
  payments. Where a Participant or other person is entitled to receive Shares
  pursuant to the exercise of an Option, the Company shall have the right to
  require the Participant or such other person to pay the Company the amount of
  any taxes which the Company is required to withhold with respect to such
  Shares, or, in lieu thereof, to retain, or to sell without notice, a number of
  such Shares sufficient to cover the amount required to be withheld.
<PAGE>

     11. RECAPITALIZATION, MERGER, CONSOLIDATION, CHANGE IN CONTROL AND OTHER
  TRANSACTIONS.

     (A) ADJUSTMENT. Subject to any required action by the stockholders of the
  Company, within the sole discretion of the Committee, the aggregate number of
  Shares of Common Stock for which Options may be granted hereunder, the number
  of Shares of Common Stock covered by each outstanding Option, and the exercise
  price per Share of Common Stock of each such Option, shall all be
  proportionately adjusted for any increase or decrease in the number of issued
  and outstanding Shares of Common Stock resulting from a subdivision or
  consolidation of Shares (whether by reason of merger, consolidation,
  recapitalization, reclassification, split-up, combination of shares, or
  otherwise) or the payment of a 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 the receipt or payment of consideration by the Company (other
  than Shares held by dissenting stockholders).

     (B) CHANGE IN CONTROL. All outstanding Awards shall become immediately
  exercisable in the event of a Change in Control of the Company, as determined
  by the Committee. In the event of such a Change in Control, the Committee and
  the Board of Directors will take one or more of the following actions to be
  effective as of the date of such Change in Control:

     (i) provide that such Options shall be assumed, or equivalent options shall
  be substituted, ("Substitute Options") by the acquiring or succeeding
  corporation (or an affiliate thereof), provided that: the shares of stock
  issuable upon the exercise of such Substitute Options shall constitute
  securities registered in accordance with the Securities Act of 1933, as
  amended, ("1933 Act") or such securities shall be exempt from such
  registration in accordance with Sections 3(a)(2) or 3(a)(5) of the 1933 Act,
  (collectively, "Registered Securities"), or in the alternative, if the
  securities issuable upon the exercise of such Substitute Options shall not
  constitute Registered Securities, then the Optionee will receive upon
  consummation of the Change in Control transaction a cash payment for each
  Option surrendered equal to the difference between (1) the Fair Market Value
  of the consideration to be received for each share of Common Stock in the
  Change in Control transaction times the number of shares of Common Stock
  subject to such surrendered Options, and (2) the aggregate exercise price of
  all such surrendered Options, or

     (ii) in the event of a transaction under the terms of which the holders of
  the Common Stock of the Company will receive upon consummation thereof a cash
  payment (the "Merger Price") for each share of Common Stock exchanged in the
  Change in Control transaction, to make or to provide for a cash payment to the
  Optionees equal to the difference between (A) the Merger Price times the
  number of shares of Common Stock subject to such Options held by each Optionee
  (to the extent then exercisable at prices not in excess of the Merger Price)
  and (B) the aggregate exercise price of all such surrendered Options in
  exchange for such surrendered Options.

     (C) EXTRAORDINARY CORPORATE ACTION. Notwithstanding any provisions of the
  Plan to the contrary, subject to any required action by the stockholders of
  the Company, in the event of any Change in Control, recapitalization, merger,
  consolidation, exchange of Shares, spin-off, reorganization, tender offer,
  partial or complete liquidation or other extraordinary corporate action or
  event, the Committee, in its sole discretion, shall have the power, prior or
  subsequent to such action or event to:

        (i) appropriately adjust the number of Shares of Common Stock subject to
     each Option, the Option exercise price per Share of Common Stock, and the
     consideration to be given or received by the Company upon the exercise of
     any outstanding Option;

        (ii) cancel any or all previously granted Options, provided that
     appropriate consideration is paid to the Optionee in connection therewith;
     and/or

        (iii)make such other adjustments in connection with the Plan as the
     Committee, in its sole discretion, deems necessary, desirable, appropriate
     or advisable.

     (D) ACCELERATION. The Committee shall at all times have the power to
  accelerate the exercise date of Options previously granted under the Plan.
<PAGE>

     (E) NON-RECURRING DIVIDENDS. Upon the payment of a special or non-recurring
  cash dividend that has the effect of a return of capital to the stockholders,
  the Option exercise price per share shall be adjusted proportionately and in
  an equitable manner.

     Except as expressly provided in Sections 11(a), 11(b) and 11(e) hereof, no
  Optionee shall have any rights by reason of the occurrence of any of the
  events described in this Section 11.

     12. TIME OF GRANTING OPTIONS. The date of grant of an Option under the Plan
  shall, for all purposes, be the date specified in accordance with the Plan or
  the date on which the Committee makes the determination of granting such
  Option. Notice of the grant of an Option shall be given to each individual to
  whom an Option is so granted within a reasonable time after the date of such
  grant in a form determined by the Committee.

     13. MODIFICATION OF OPTIONS. At any time and from time to time, the Board
  may authorize the Committee to direct the execution of an instrument providing
  for the modification of any outstanding Option, provided no such modification,
  extension or renewal shall confer on the holder of said Option any right or
  benefit which could not be conferred on the Optionee by the grant of a new
  Option at such time, or shall not materially decrease the Optionee's benefits
  under the Option without the consent of the holder of the Option, except as
  otherwise permitted under Section 14 hereof.

     14. AMENDMENT AND TERMINATION OF THE PLAN.

     (A) ACTION BY THE BOARD. The Board may alter, suspend or discontinue the
  Plan.

     (B) CHANGE IN APPLICABLE LAW. Notwithstanding any other provision contained
  in the Plan, in the event of a change in any federal or state law, rule or
  regulation which would make the exercise of all or part of any previously
  granted Option unlawful or subject the Company to any penalty, the Committee
  may restrict any such exercise without the consent of the Optionee or other
  holder thereof in order to comply with any such law, rule or regulation or to
  avoid any such penalty.

     15. CONDITIONS UPON ISSUANCE OF SHARES: LIMITATIONS ON OPTION EXERCISE:
  CANCELLATION OF OPTION RIGHTS.

     (a) Shares shall not be issued with respect to any Option granted under the
  Plan unless the issuance and delivery of such Shares shall comply with all
  relevant provisions of applicable law, including, without limitation, the
  Securities Act of 1933, as amended, the rules and regulations promulgated
  thereunder, any applicable state securities laws and the requirements of any
  stock exchange upon which the Shares may then be listed.

     (b) The inability of the Company to obtain any necessary authorizations,
  approvals or letters of non-objection from any regulatory body or authority
  deemed by the Company's counsel to be necessary to the lawful issuance and
  sale of any Shares issuable hereunder shall relieve the Company of any
  liability with respect to the non-issuance or sale of such Shares.

     (c) As a condition to the exercise of an Option, the Company may require
  the person exercising the Option to make such representations and warranties
  as may be necessary to assure the availability of an exemption from the
  registration requirements of federal or state securities law.

     (d) Notwithstanding anything herein to the contrary, upon the termination
  of employment or service of an Optionee by the Company or its Subsidiaries for
  "cause" within the sole discretion of the Board, all Options held by such
  Participant shall cease to be exercisable as of the date of such termination
  of employment or service.

     (e) Upon the exercise of an Option by an Optionee (or the Optionee's
  personal representative), the Committee, in its sole and absolute discretion,
  may make a cash payment to the Optionee, in whole or in
<PAGE>

  part, in lieu of the delivery of shares of Common Stock. Such cash payment to
  be paid in lieu of delivery of Common Stock shall be equal to the difference
  between the Fair Market Value of the Common Stock on the date of the Option
  exercise and the exercise price per share of the Option. Such cash payment
  shall be in exchange for the cancellation of such Option. Such cash payment
  shall not be made in the event that such transaction would result in liability
  to the Optionee or the Company under Section 16(b) of the Securities Exchange
  Act of 1934, as amended, and regulations promulgated thereunder.

     16. RESERVATION OF SHARES. During the term of the Plan, the Company will
  reserve and keep available a number of Shares sufficient to satisfy the
  requirements of the Plan.

     17. UNSECURED OBLIGATION. No Participant under the Plan shall have any
  interest in any fund or special asset of the Company by reason of the Plan or
  the grant of any Option under the Plan. No trust fund shall be created in
  connection with the Plan or any grant of any Option hereunder and there shall
  be no required funding of amounts which may become payable to any Participant.

     18. NO EMPLOYMENT RIGHTS. No Director, Employee or other person shall have
  a right to be selected as a Participant under the Plan. Neither the Plan nor
  any action taken by the Committee in administration of the Plan shall be
  construed as giving any person any rights of employment retention as an
  Employee, Director or in any other capacity with the Company, the Savings
  Association or other Subsidiaries.

     19. GOVERNING LAW. The Plan shall be governed by and construed in
  accordance with the laws of the State of Virginia, except to the extent that
  federal law shall be deemed to apply.