EXHIBIT 10.29


                  VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION

                             1998 STOCK OPTION PLAN


1.   Purpose of the Plan. The Plan shall be known as the Virginia Beach Federal
     Financial Corporation ("Company") 1998 Stock Option Plan (the "Plan"). The
     purpose of the Plan is to attract and retain qualified personnel for
     positions of substantial responsibility and to provide additional incentive
     to officers, directors, key employees and other persons providing services
     to 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 "Incentive Stock Options,"within the meaning of
     Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")
     and Non-Incentive Stock Options, options that do not so qualify. The
     provisions of the Plan relating to Incentive Stock Options shall be
     interpreted to conform to the requirements of Section 422 of 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 of an Incentive Stock Option
         or a Non-Incentive Stock Option, or any combination thereof, as
         provided in the Plan.

     (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 or
         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 which is exempt from the approval
         requirements, set forth under 12 C.F.R.ss.574.3 (c) (1) (vi) as now in
         effect or as may hereafter be amended. 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.
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     (g) "Company" shall mean the Virginia Beach Federal Financial Corporation,
         the parent corporation of the Savings Bank, or any successor or Parent
         thereof.

     (h) "Continuous Employment" or "Continuous Status as an Employee" shall
         mean the absence of any interruption or termination of employment with
         the Company or any present or future Parent or Subsidiary of the
         Company. Employment shall not be considered interrupted in the case of
         sick leave, military leave or any other leave of absence approved by
         the Company or in the case of transfers between payroll locations, of
         the Company or between the Company, its Parent, its Subsidiaries or a
         successor.

     (i) "Director shall mean a member of the Board of the Company, or any
         successor or parent corporation thereto.

     (j) "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.

     (k) "Disability" means (a) with respect to Incentive Stock Options, the
         "permanent and total disability" of the Employee as such term is
         defined at Section 22 (e) (3) of the Code; and (b) with respect to
         Non-Incentive Stock Options, any physical or mental impairment which
         renders the Participant incapable of continuing in the employment or
         service of the Savings Bank or the Parent in his then current capacity
         as determined by the Committee.

     (l) "Dividend Equivalent Rights" shall mean the rights to receive a cash
         payment in accordance with Section 12 of the Plan.

     (m) "Effective Date" shall mean the date specified in Section 15 hereof.

     (n) "Employee" shall mean any person employed by the Company or any present
         or future Parent or Subsidiary of the Company.

     (o) "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),
         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.

     (p) "Incentive Stock Option" or "ISO" shall mean an option to purchase
         Shares granted by the Committee pursuant to Section 8 hereof which is
         subject to the limitations and restrictions of Section 8 hereof and is
         intended to qualify as an incentive stock option under Section 422 of
         the Code.

     (q) "Non-Incentive Stock Option" or "Non-ISO" shall mean an option to
         purchase Shares granted pursuant to Section 9 hereof, which option is
         not intended to qualify under Section 422 of the Code.

     (r) "Option" shall mean an Incentive Stock Option or Non-Incentive Stock
         Option granted pursuant to this Plan providing the holder of such
         Option with the right to purchase Common Stock.

     (s) "Optioned Stock" shall mean stock subject to an Option granted pursuant
         to the Plan.
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     (t) "Optionee" shall mean any person who received an Option or Award
         pursuant to the Plan.

     (u) "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.

     (v) "Participant" means any director, officer or key employee 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.

     (w) "Plan" shall mean the Virginia Beach Federal Financial Corporation 1998
         Stock Option Plan.

     (x) "Retirement" shall mean termination of service in all capacities as an
         Employee, Director and Director Emeritus following attainment of not
         less than age 55 and completion of not less than ten years of service
         to the Company or the Savings Bank. Service to the Company or the
         Savings Bank rendered prior to the Effective Date shall be recognized
         in determining eligibility to meet the requirements of Retirement under
         the Plan.

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

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

     (aa)"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 13 hereof, the aggregate number of Shares with
         respect to which Awards may be made pursuant to the Plan shall not
         exceed *490,500 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.

4.       Six Month Holding Period.

         Subject to vesting requirements, if applicable, except in the event of
         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 CFR ss.240.16b-3.
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         *Approximately 10% of shares outstanding as of date of Board adoption.
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         (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 officers,
              Directors, key employees and other persons who shall be granted
              Awards under the Plan, the number of Awards to be granted to each
              such persons, and whether Awards granted to each such Participant
              under the Plan shall be Incentive and/or Non-Incentive Stock
              Options. 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)  The aggregate Fair Market Value (determined as of the date the
              Option is granted) of the Shares with respect to which Incentive
              Stock Options are exercisable for the first time by each Employee
              during any calendar year (under all Incentive Stock Option plans,
              as defined in Section 422 of the Code, of the Company or any
              present or future Parent or Subsidiary of the Company) shall not
              exceed $100,000. Notwithstanding the prior provisions of this
              Section 6, the Committee may grant Options in excess of the
              foregoing limitations, provided said Options shall be clearly and
              specifically designated as not being Incentive Stock Options.

         (c)  In no event shall Shares subject to Options granted to any
              individual Participant exceed more than 50% 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 sooner terminated pursuant to Section 18
hereof. No Option shall be granted under the Plan after ten (10) years from the
Effective Date.

8 Terms and Conditions of Incentive Stock Options. Incentive Stock Options may
be granted only to Participants who are Employees. Each Incentive 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 Incentive 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.

         (i)  The price per Share at which each Incentive Stock Option granted
              by the Committee under the Plan may be exercised shall not, as to
              any particular Incentive Stock Option, be less than the Fair
              Market Value of the Common Stock on the date that such Incentive
              Stock Option is granted.
         (ii) In the case of an Employee who owns Common Stock representing more
              than ten percent (10%) of the outstanding Common Stock at the time
              the Incentive Stock Option is granted, the Incentive Stock Option
              exercise price shall not be less than one hundred and ten percent
              (110%) of the Fair Market Value of the Common Stock on the date
              that the Incentive Stock Option is granted.

(b)      Payment. Full payment for each Share of Common Stock purchased upon the
         exercise of any Incentive Stock Option granted under the Plan shall be
         made at the time of exercise of each such Incentive 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 Incentive Stock Option. The term of exercisability of each
         Incentive Stock Option granted pursuant to the Plan shall be not more
         than ten (10) years from the date each such Incentive Stock Option is
         granted, provided that in the case of an Employee who owns stock
         representing more than ten percent (10%) of the Common Stock
         outstanding at the time the Incentive Stock Option is granted, the term
         of exercisability of the Incentive Stock Option shall not exceed five
         (5) years.
(d)      Exercise Generally. Except as otherwise provided in Section 10 hereof,
         no Incentive Stock Option may be exercised unless the Optionee shall
         have been in the employ of the Company at all times during the period
         beginning with the date of grant of any such Incentive Stock Option and
         ending on the date three (3) months prior to the date of exercise of
         any such Incentive Stock Option. The Committee may impose additional
         conditions upon the right of an Optionee to exercise any Incentive
         Stock Option granted hereunder which are not inconsistent with the
         terms of the Plan or the requirements for qualification as an Incentive
         Stock Option. 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, all
         Options granted will be first exercisable as of the date of grant.
(e)      Cashless Exercise. Subject to vesting requirements, if applicable, an
         Optionee who has held an Incentive 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 Incentive 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.
<PAGE>
9.       Terms and Conditions of Non-Incentive Stock Options. Each Non-Incentive
         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 Non-Incentive Stock Option granted pursuant to the Plan
         shall comply with and be subject to the following terms and conditions.

         (a)  Option Price. The exercise price per Share of Common Stock for
              each Non-Incentive Stock Option granted pursuant to the Plan shall
              be at such price as the Committee may determine in its sole
              discretion, but in no event less than the Fair Market Value of
              such Common Stock on the date of grant as determined by the
              Committee in good faith.
         (b)  Payment. Full payment for each Share of Common Stock purchased
              upon the exercise of any Non-Incentive Stock Option granted under
              the Plan shall be made at the time of exercise of each such
              Non-incentive 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 its 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 the Shares of Common
              Stock are issued to the Optionee.
         (c)  Term. The term of exercisability of each Non-Incentive Stock
              Option granted pursuant to the Plan shall be not more than ten
              (10) years from the date each such Non-Incentive Stock Option is
              granted.
         (d)  Exercise Generally. The Committee may impose additional conditions
              upon the right of any Participant to exercise any Non-Incentive
              Stock Option granted hereunder which is not inconsistent with the
              terms of the Plan. 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 will be first exercisable as of the date
              of grant.
         (e)  Cashless Exercise. Subject to vesting requirements, if applicable,
              an Optionee who has held a Non-Incentive 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. Any Non-Incentive 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.
<PAGE>
10.      Effect of Termination of Employment, Disability, Death and Retirement
         on Incentive Stock Options.

         (a)  Termination of Employment. In the event that any Optionee's
              employment with the Company shall terminate for any reason, other
              than Disability or death, all of any such Optionee's Incentive
              Stock Options, and all of any such Optionee's rights to purchase
              or receive Shares of Common Stock pursuant thereto, shall
              automatically terminate on (A) the earlier of (i) or (ii): (i) the
              respective expiration dates of any such Incentive Stock Options,
              or (ii) the expiration of not more than three (3) months after the
              date of such termination of employment; or (B) at such later date
              as is determined by the Committee at the time of the grant of such
              Award based upon the Optionee's continuing status as a Director or
              Director Emeritus of the Savings Bank or the Company, but only if,
              and to the extent that, the Optionee was entitled to exercise any
              such Incentive Stock Options at the date of such termination of
              employment, and further that such Award shall thereafter be deemed
              a Non-Incentive Stock Option. In the event that a Subsidiary
              ceases to be a Subsidiary of the Company, the employment of all of
              its employees who are not immediately thereafter employees of the
              Company shall be deemed to terminate upon the date such Subsidiary
              so ceases to be a Subsidiary of the Company.

         (b)  Disability. In the event that any Optionee's employment with the
              Company shall terminate as the result of the Disability of such
              Optionee, such Optionee may exercise any Incentive Stock options
              granted to the Optionee pursuant to the Plan at any time prior to
              the earlier of (I) the respective expiration dates of any such
              Incentive Stock Options or (ii) the date which is one (1) year
              after the date of such termination of employment, but only if, and
              to the extent that, the Optionee was entitled to exercise any such
              Incentive Stock Options at the date of such termination of
              employment.

         (c)  Death. In the event of the death of an Optionee, any Incentive
              Stock Options granted to such Optionee may be exercised by the
              person or persons to whom the Optionee's rights under any such
              Incentive Stock Options pass by will or by the laws of descent and
              distribution (including the Optionee's estate during the period of
              administration) at any time prior to the earlier of (I) the
              respective expiration dates of any such Incentive Stock Options or
              (ii) the date which is two (2) years after the date of death of
              such Optionee but only if, and to the extent that, the Optionee
              was entitled to exercise any such Incentive Stock Options at the
              date of death. For purposes of this Section 10(c), any Incentive
              Stock Option held by an Optionee shall be considered exercisable
              at the date of his death if the only unsatisfied condition
              precedent to the exercisability of such Incentive Stock Option at
              the date of death is the passage of a specified period of time. At
              the discretion of the Committee, upon exercise of such Options the
              Optionee may receive Shares or cash or a combination thereof. If
              cash shall be paid in lieu of Shares, such cash shall be equal to
              the difference between the Fair Market Value of such Shares and
              the exercise price of such Options on the exercise date.

         (d)  Incentive Stock Options Deemed Exercisable. For purposes of
              Sections 10(a), 10(b) and 10(c) above, any Incentive Stock Option
              held by any Optionee shall be considered exercisable at the date
              of termination of employment if any such Incentive Stock Option
              would have been exercisable at such date of termination of
              employment without regard to the Disability or death of the
              Participant.
<PAGE>
         (e)  Termination of Incentive Stock Options; Vesting Upon Retirement.
              Except as may be specified by the Committee at the time of grant
              of an Option, to the extent that any Incentive Stock Option
              granted under the Plan to any Optionee whose employment with the
              Company terminates shall not have been exercised within the
              applicable period set forth in this Section 10, any such Incentive
              Stock Option, and all rights to purchase or receive Shares of
              Common Stock pursuant thereto, as the case may be, shall terminate
              on the last day of the applicable period. Notwithstanding the
              foregoing, the Committee may authorize at the time of the grant of
              an Option that such Award shall be immediately 100% exercisable
              upon the Retirement of the Optionee.

11.      Effect of Termination of Employment, Disability, Death or Retirement on
         Non-Incentive Stock Options. The terms and conditions of Non-Incentive
         Stock Options relating to the effect of the Retirement or other
         termination of an Optionee's employment or service, Disability of an
         Optionee or his death shall be such terms and conditions as the
         Committee shall, in its sole discretion, determine at the time of
         termination of service, unless specifically provided for by the terms
         of the Agreement at the time of grant of the Award.

12.      Dividend Equivalent Rights. The committee, in its sole discretion, may
         include as a term of any Option, the right of the Optionee to receive
         Dividend Equivalent Rights. Such rights shall provide that upon the
         payment of a cash dividend on the Common Stock, the holder of such
         Options shall receive payment of compensation in an amount equivalent
         to the dividend payable as if such Options had been exercised and such
         Common Stock held as of the dividend record date. Such rights shall
         expire upon the expiration or exercise of such underlying Options. Such
         rights are non-transferable and shall attach to Options whether or not
         such Options are immediately exercisable. The dividend equivalent
         payments associated with Options shall be paid to the Option holder
         within 30 days of the dividend payment date of the Common Stock.

13.      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. 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: (A) any such Substitute Options
                   exchanged for Incentive Stock Options shall meet the
                   requirements of Section 424(a) of the Code, and (B) the
                   shares of
<PAGE>
                   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
                   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; provided, however, that
                   no action shall be taken by the Committee which would cause
                   Incentive Stock Otpions granted pursuant to the Plan to fail
                   to meet the requirements of Section 422 of the Code without
                   the consent of the Optionee.

         (d)  Acceleration. The Committee shall at all times have the power to
              accelerate the exercise date of Options previously granted under
              the Plan.

         Except as expressly provided in Sections 13(a) or 13(b) hereof, no
Optionee shall have any rights by reason of the occurrence of any of the events
described in this Section 13.

14.      Time of Granting Options. The date of grant of an Option under the Plan
         shall, for all purposes, be 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.
<PAGE>
15.      Effective Date. The Plan shall become effective upon the date of
         approval of the Plan by the stockholders of the Company. The Committee
         may make a determination related to Awards prior to the Effective Date
         with such Awards to be effective upon the date of stockholder approval
         of the Plan.

16.      Approval by Stockholders. The Plan shall be approved by stockholders of
         the Company within twelve (12) months before or after the date the Plan
         is approved by the Board.

17.      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 18 hereof.

18.      Amendment and Termination of the Plan.

         (a)  Action by the Board. The Board may alter, suspend or discontinue
              the Plan, except that no action of the Board may increase (other
              than as provided in Section 13 hereof) the maximum number of
              Shares permitted to be optioned under the Plan, materially
              increase the benefits accruing to Participants under the Plan or
              materially modify the requirements for eligibility for
              participation in the Plan unless such action of the Board shall be
              subject to approval or ratification by the stockholders of the
              Company.
         (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.

19.      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.
<PAGE>
         (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" as defined at 12 C.F.F. 563.39(b)
              (1) as determined by the Board of Directors, 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 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.


20.      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.

21.      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.

22.      Withholding Tax. The Company shall have the right to deduct from all
         amounts paid in cash with respect to the cashless exercise of Options
         and Dividend Equivalent Rights 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.

23.      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
         or retention as an Employee, Director or in any other capacity with the
         Company, the Savings Bank or other Subsidiaries.

24.      Governing Law. The Plan shall be governed by and construed in
         accordance with the laws of the Commonwealth of Virginia, except to the
         extent that federal law shall be deemed to apply.