<PAGE>

                                                                   EXHIBIT 10.31


                                   NVR, INC.

                 HIGH PERFORMANCE COMPENSATION PLAN - Number 2

                          (EFFECTIVE JANUARY 1, 1999)
<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS                                                                Page
                                                                                 ----
<S>                                                                              <C>
I.    GENERAL...................................................................   3
             1.1.  Purpose......................................................   3
             1.2.  Effective Date...............................................   3
II.   DEFINITIONS...............................................................   3
III.  ELIGIBILITY AND PARTICIPATION.............................................   5
             3.1.  Eligibility..................................................   5
             3.2.  Participation in Performance Awards..........................   5
IV.   PLAN DESIGN...............................................................   5
             4.1.  Eligibility Period...........................................   5
             4.2.  Performance Period...........................................   5
             4.3.  Performance Awards...........................................   5
             4.4.  Performance Goals............................................   5
             4.5.  Committee Discretion to Adjust Awards........................   6
V.    Payment...................................................................   6
             5.1.  Committee Determination of Performance Compensation Payable..   6
             5.2.  Timing and Form of Payment...................................   6
             5.3.  Distribution Upon a Change of Control........................   7
             5.4.  Distribution upon Termination of Employment..................   7
             5.5.  Payment of Deferred Benefits.................................   8
             5.6.  Hardship Distributions.......................................   8
             5.7.  Form of Payment..............................................   8
             5.8.  Commencement of Payments.....................................   9
             5.9.  Beneficiary Designation......................................   9
VI.   ADMINISTRATION............................................................   9
             6.1.  Committee....................................................   9
             6.2.  General Rights, Powers, and Duties of Committee..............   9
             6.3.  Information to be Furnished to Committee.....................  10
             6.4.  Responsibility and Indemnification...........................  10
VII.  modification, AMENDMENT AND TERMINATION...................................  10
             7.1.  Modification.................................................  10
             7.2.  Amendment....................................................  10
             7.3.  Company's Right to Terminate.................................  10
VIII. MISCELLANEOUS.............................................................  10
             8.1.  No Implied Rights; Rights on Termination of Service..........  10
             8.2.  No Right to Company Assets...................................  11
             8.3.  No Employment Rights.........................................  11
             8.4.  Offset.......................................................  11
             8.5.  Non-assignability............................................  11
             8.6.  Notice.......................................................  11
             8.7.  Governing Laws...............................................  11
             8.8.  Gender and Number............................................  11
             8.9.  Severability.................................................  11
             9.0.  Participation Agreement......................................  11
</TABLE>

                                       i
<PAGE>

I.  GENERAL
-----------

     1.1.  Purpose.  The purposes of the Plan are to retain officers and other
key employees, to support the achievement of the Company's strategic business
objectives, and to provide officers and other key employees competitive long-
term incentive opportunities that are linked to the profitability of the
Company's business, growth in earnings per share and the creation of long term
shareholder value.

     1.2.  Effective Date.  The Plan shall become effective as of January 1,
1999.

II.  DEFINITIONS
----------------

     2.1.  "Beneficiary" means the person or persons so designated by a
Participant pursuant to Section 5.9.

     2.2.  "Board of Directors" means the Board of Directors of the Company.

     2.3   "Cause" means (i) conviction of a felony or other crime involving
moral turpitude; (ii) gross misconduct in connection with the performance of
such Participant's duties including a breach of such Participant's fiduciary
duty of loyalty; (iii) a willful violation of any criminal law involving a
felony, including federal or state securities laws; or (iv) a material breach
(following notice and an opportunity to cure) of any covenant by the Participant
contained in any written agreement between the Participant and the Company or
any of its affiliates.

     2.4.  "Change in Control" means the dissolution or liquidation of the
Company, or a merger, consolidation, reorganization or other business
combination of the Company with one or more other entities in which the Company
is not the surviving entity, or a sale of substantially all of the assets of the
Company to another entity, or any transaction (including, without limitation, a
merger or reorganization in which the Company is the surviving entity) which
results in any person or entity (or persons or entities acting as a group or
otherwise in concert) owning 20 percent or more of the common stock of the
Company, or any person commencing a tender or exchange offer or entering into an
agreement or receiving an option to acquire beneficial ownership of 20 percent
or more of the total number of voting shares of the Company (unless the Board
has made a determination that such action does not constitute and will not
constitute a change in the persons in control of the Company).

     2.5  "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.

     2.6.  "Committee" means the committee referred to in Section 6.1.

     2.7.  "Common Stock" means common stock, par value $.01 per share, of the
Company.

     2.8.  "Company" means NVR, Inc., a Virginia corporation.

     2.9.  "Deferred Compensation Account" means the account maintained for a
Participant by the Company, in accordance with Section 5.2(b)(i), with respect
to the Compensation for which the Participant has made a deferral election.

     2.10. "Disability" shall have the same meaning as under the Company-
sponsored long-term disability plan under which the applicable Participant is
then eligible to participate.

                                       3
<PAGE>

     2.11.  "Eligibility Period" means a period, as determined by the Committee
pursuant to Section 4.1.

     2.12.  "Fair Market Value" means as of any given date the closing price on
such date of Common Stock on the American Stock Exchange Composite Tape or, if
not listed on such exchange, on any other national securities exchange on which
such Common Stock is listed or on NASDAQ.  If there is no regular public trading
market for such Common Stock, the Fair Market Value of such Common Stock shall
be determined by the Committee in good faith.

     2.13.  "Hardship" means the immediate and heavy financial need of a
Participant or his Beneficiary as determined by the Committee in accordance with
uniform standards established by the Committee.

     2.14.  "Normal Retirement" means termination of employment after attainment
of age 65.  However, the Committee, within its discretion, may determine that a
Participant who terminates employment prior to age 65 has terminated by virtue
of Normal Retirement.

     2.15.  "Participant" means a person who is designated, pursuant to Article
III, to be eligible to receive benefits under the Plan.

     2.16.  "Performance Award" means a determination by the Committee of the
maximum Performance Compensation that may be awarded to a Participant for an
Eligibility Period and the basis for such award.

     2.17   "Performance Goals" means the performance standards established by
the Committee pursuant to Section 4.4.

     2.18.  "Performance Period" means a period of service, as determined
pursuant to Section 4.2, over which the achievement of established Performance
Goals will be measured.

     2.19.  "Plan" means this NVR, Inc. High Performance Compensation Plan -
Number 2, as amended from time to time.

     2.20.  "Pro-rated" or "Pro-rata" means, for purposes of determining the
amount of Performance Compensation payable to a Participant pursuant to Sections
4.4(c) or 7.3 the percentage to be applied to the Performance Compensation that
would have been payable at the end of the Performance Period based on the number
of months (rounded to the nearest whole month) of the Performance Period during
which the Participant participated in the Plan prior to the event described in
Sections 4.4(c) or 7.3, divided by the number of months (rounded to the nearest
whole month) in such Performance Period.  "Pro-rated" or "Pro-rata" means, for
purposes of determining the amount of Performance Compensation payable to a
Participant whose eligibility to participate in the Plan with respect to an
Eligibility Period ceases prior to the end of the related Performance Period for
any of the reasons described in subsection (a), (b), (c) or (d) of Section 5.4,
the percentage to be applied to the Performance Compensation that would have
been payable at the end of the Performance Period to such Participant if he had
participated for the entire Performance Period based on the number of months
(rounded to the nearest whole month) of the Performance Period during which the
Participant was designated by the Committee as eligible to participate in the
Plan divided by the number of months (rounded to the nearest whole month) in
such Performance Period.  A Participant who, pursuant to Section 3.2 but subject
to the limitations of Section 4.3, is designated as eligible to participate in
the Plan after the applicable Performance Period has commenced, shall, for
purposes of this Section 2.20, be deemed to have been eligible as of the
beginning of such Performance Period; provided, however, that the Committee
shall, in accordance with its authority under Section 4.5, have the discretion
to reduce the Performance Compensation award that is

                                       4
<PAGE>

otherwise payable to such Participant to account for such late commencement of
participation.

III.  ELIGIBILITY AND PARTICIPATION
-----------------------------------

      3.1. Eligibility.  Participation in the Plan shall be limited to officers
and other key employees of the Company or any of its subsidiaries or other
affiliates who are designated to be eligible by the Committee. The number of
Participants and each Participant's share of any Performance Award may be
changed at any time by the Committee.

      3.2. Participation in Performance Awards. The Committee will determine the
persons who will participate for each Eligibility Period under the Plan. Subject
to Section 4.3, after an Eligibility Period has commenced, persons may be
designated as eligible to participate in the Plan with respect to such
Eligibility Period. A Performance Award with respect to a Performance Period
contained in any Eligibility Period does not guarantee participation in
subsequent Eligibility Periods.

IV.   PLAN DESIGN
-----------------

      4.1. Eligibility Period.  An Eligibility Period is a certain period of
time, as determined by the Committee, over which eligibility to receive benefits
under the Plan shall be measured. Eligibility Periods under the Plan shall
commence and terminate as determined by the Committee in its sole discretion.
The Committee may establish a separate Eligibility Period for persons determined
to be eligible for participation after the commencement of any Eligibility
Period.

      4.2. Performance Period.  Each Eligibility Period under the Plan shall
include a Performance Period which shall be a specified period of service over
which the achievement of applicable Performance Goals will be measured.
Performance Periods shall commence and terminate as determined by the Committee;
provided that each such Performance Period shall commence coincident with the
commencement of the corresponding Eligibility Period and shall terminate
coincident with or prior to the termination of the corresponding Eligibility
Period. The Committee may also establish a separate Performance Period for
persons determined to be eligible for participation after the commencement of
any Performance Period with equivalent goals.

      4.3. Performance Awards.  On or about the commencement of each Eligibility
Period under the Plan, the Committee shall establish the maximum Performance
Compensation that may be awarded to Participants in the Plan for such
Eligibility Period and the basis for such awards. The Committee may also award
Performance Compensation to persons determined to be eligible for participation
after the commencement of any Eligibility Period.

      4.4. Performance Goals.

      (a)  The Performance Goals with respect to each Performance Period shall
be established by the Committee. The Committee may in its discretion adjust the
terms of such Performance Goals.

      (b)  The Performance Goals set by the Committee shall be based on growth
in earnings per share. The Committee shall specify the manner in which such
Performance Goals shall be calculated.

      (c)  In the event of a Change of Control, the Committee shall terminate
the Performance Period making appropriate adjustments to the Performance Goals
so that they are substantially equivalent to the Performance Goals prior to the
Change of Control, taking into account the shortened Performance Period. The
Participants will be eligible for a Pro-rated portion of the Performance
Compensation that would have otherwise been payable to them after the end of the

                                       5
<PAGE>

applicable Performance Period if the Change of Control had not occurred.

     4.5.  Committee Discretion to Adjust Awards.  At any time prior to the time
the Committee determines, pursuant to Section 5.1, the amount to be paid to any
Participant in satisfaction of a Performance Compensation award hereunder, the
Committee shall have the authority to modify, amend, or adjust the terms and
conditions of such Performance Compensation award, the terms and conditions of
the corresponding Performance Goals, and/or the amount of Performance
Compensation payable, provided, however, such authority to modify, amend or
adjust the terms and conditions of such Performance Compensation award shall be
exercised to reduce an award only in unusual circumstances not anticipated in
the original design of the Plan. Notwithstanding the forgoing, Participants
designated to be eligible to participate in a Performance Period subsequent to
the initial Performance Period commencement date shall have their award reduced
to reflect their participation for less than the full Performance Period.

V.   Payment
------------

     5.1.  Committee Determination of Performance Compensation Payable.  After a
Performance Period has ended, each Participant who has been awarded Performance
Compensation and satisfied the Performance Goals with respect to such
Performance Period shall be entitled to receive a specified amount of
Performance Compensation as determined by the Committee. The Committee shall
determine the extent to which the Performance Goals set pursuant to Section 4.4
have been met, (as Pro-rated in accordance with Sections 2.20, 4.4(c), 5.3, 5.4
and/or 7.3, if applicable).

     5.2.  Timing and Form of Payment.

     (a)  Payments to Participants pursuant to Section 5.1 shall be payable at
dates and in a form as determined solely by the Committee.

     (b)  Prior to any specified payment date of any portion of a Performance
Award, Participants may elect to defer, subject to a minimum deferral of
$25,000, Performance Compensation for a specified period of years (minimum two
(2) years) and/or until termination of employment, if sooner.  A deferral
election made pursuant to this Section 5.2(b) shall be irrevocable, except that
the Committee in its discretion may at any time reduce, or waive the remainder
of, the amount to be deferred under the deferral election upon determining that
the Participant has suffered a Hardship and the Participant may request an
additional deferral period pursuant to Section 5.2(c).

          (i)  The Company shall maintain, for recordkeeping purposes only, a
Deferred Compensation Account for each Participant who files a deferral
election.  The Performance Compensation deferred pursuant to a deferral election
shall be credited to the Participant's Deferred Compensation Account as it
otherwise would become payable to the Participant.

          (ii) Each Participant's Deferred Compensation Account shall, at the
option of the Participant, (1) be adjusted quarterly as if an amount of cash
equal to the amount that would have been payable to the Participant, but for the
Participant's deferral election, had been invested in Company common stock on
the distribution dates determined pursuant to Section 5.2(a), or (2) be credited
with interest quarterly based upon the balance of the Participant's Deferred
Compensation Account (the rate of interest will equal the same rate as that of
the ninety (90) day Treasury Bill as of the close of the quarter).  Once a
method for determining the investment experience of the Deferred Compensation
Account is selected by the Participant, that method selected for calculating
investment experience can not be changed.

                                       6
<PAGE>

     (c)  On or before December 15 of the year immediately prior to the year in
which the Participant's Deferred Compensation Account would be distributable in
accordance with the provisions of the Participant's deferral election, the
Participant may submit a new deferral election request to extend for a minimum
of two (2) full years the date on which the Participant's Deferred Compensation
Account in the Plan would be distributed.  The Company may, in its sole
discretion, approve or deny the requested extension.  Only one request for an
extension of the commencement of distributions may be granted by the Company for
a Participant.

     (d)  The Company shall have the right to deduct from cash distributions
hereunder any federal, state, or local taxes required by law to be withheld with
respect to such distributions.

     5.3. Distribution Upon a Change of Control

     (a)  Upon a Change of Control, Performance Compensation determined to be
earned pursuant to Section 5.1 will be paid to the Participant in a lump sum
payable on demand by the Participant after the Change of Control Event occurs.

     (b)  Notwithstanding the forgoing (including Section 4.4(c)), a majority
vote by the Plan's Participants may cause the continuation of the Plan in its
then existing format. The vote will be monitored by the Committee, and must
occur within two business days subsequent to the Change of Control event. Each
Participant is granted one (1) vote, which is weighted by the ratio of his
respective Performance Compensation granted pursuant to Section 5.1 to the
aggregate Performance Compensation granted pursuant to Section 5.1. Uncast votes
are excluded from formulating the election results.

     5.4. Distribution upon Termination of Employment.

     (a)  Death. If a Participant in the Plan dies before the end of a
Performance Period for which Performance Compensation has been granted to him,
such Participant's Beneficiary will be eligible for a Pro-rated portion of the
Performance Compensation that would have otherwise been payable to the
Participant after the end of the applicable Performance Period. This
distribution, if any is payable, will be made to the Beneficiary in the same
form and at the same time that all other Participants under the Plan receive
their distributions with respect to that Performance Period.

     (b)  Disability. If a Participant in the Plan, upon becoming Disabled,
terminates employment with the Company before the end of a Performance Period
for which Performance Compensation has been granted to him, the Participant will
be eligible for a Pro-rated portion of the Performance Compensation that would
have otherwise been payable to him after the end of the applicable Performance
Period. This distribution, if any is payable, will be made to the Participant in
the same form and at the same time that all other Participants under the Plan
receive their distributions with respect to that Performance Period.

     (c)  Normal Retirement. If a Participant in the Plan terminates employment
upon attaining Normal Retirement before the end of a Performance Period for
which Performance Compensation has been granted to him, the Participant will be
eligible for a Pro-rated portion of the Performance Compensation that would have
otherwise been payable to him after the end of the applicable Performance
Period. This distribution, if any is payable, will be made to the Participant in
the same form and at the same time that all other Participants under the Plan
receive their distributions with respect to that Performance Period.

     (d)  Termination of Employment Without Cause Before the End of the
Performance Period.  If, (i) the Company terminates a Participant's employment
other than for Cause or (ii) the

                                       7
<PAGE>

Participant terminates the Participant's employment at the request of the
Company, before the end of a Performance Period for which Performance
Compensation has been granted to him, the Participant will be eligible for a
Pro-rated portion of the Performance Compensation that would have otherwise been
payable to him after the end of the applicable Performance Period. This
distribution, if any is payable, will be made to the Participant in the same
form and at the same time that all other Participants under the Plan receive
their distributions with respect to that Performance Period.

     (e)  Termination of Employment Without Cause After End of the Performance
Period but Before the End of the Eligibility Period.  If, after the end of the
Performance Period but before the end of the Eligibility Period (i) the Company
terminates a Participant's employment other than for Cause (ii) the Participant
terminates the Participant's employment at the request of the Company, or (iii)
the Participant terminates a Participant's employment by reason of Death,
Disability or Normal Retirement, the Participant or his or her beneficiary will
be distributed the Performance Compensation that has been determined pursuant to
Section 5.1.  This distribution is payable in the same form and at the same time
that all other Participants under the Plan receive their distributions with
respect to the Performance Period.

     (f)  Other Termination of Employment. If, before the end of the Eligibility
Period, including any and all Performance Periods, a Participant in the Plan
incurs a voluntary termination of employment for any reason other than those
specified in subsections (a)-(e) of this Section 5.4, or the Participant is
terminated for Cause, he shall forfeit all rights to receive any further
distributions of Performance Compensation under the Plan.

     5.5  Payment of Deferred Benefits. A Participant shall be entitled to
receive an amount equal to the balance of his Deferred Compensation Account,
payable as provided in Section 5.7 at the end of the deferral period elected
pursuant to Section 5.2(b), 5.2(c) or on termination of employment, if earlier.

     5.6  Hardship Distributions. The Committee may, in its sole discretion,
make distributions to a Participant or his Beneficiary from his Deferred
Compensation Account prior to the date that amounts would otherwise become
payable if the Committee determines that the Participant or his Beneficiary has
suffered a Hardship. The amount of any such distribution shall be limited to the
amount reasonably necessary to meet the Participant's or his Beneficiary's needs
created by the Hardship. In the event that the Participant or his Beneficiary is
incapacitated, the Participant's or Beneficiary's guardian or legal
representative is authorized by the Plan to request Hardship relief on behalf of
the Participant or his Beneficiary.

     5.7. Form of Payment.

               (a)  Except as provided in paragraph (c), the amount which a
Participant or Beneficiary becomes entitled to receive pursuant to Section 5.5
shall be paid either (i) as a lump sum or (ii) in annual installments payable
over a period of time not to exceed 5 years, with each installment computed by
dividing the Participant's Deferred Compensation Account by the number of years
remaining in the distribution period.

               (b)  The Participant shall elect, at the time and in the manner
prescribed by the Committee, the form specified in paragraph (a) in which
payment shall be made.  If the Participant fails to elect the form of payment,
payment shall be made in accordance with paragraph (a)(ii) over a period of 5
years, provided that in the case of such a participant's death, the
Participant's Beneficiary shall receive a single lump sum payment of the amount
credited to the Participant's Deferred Compensation Account.

                                       8
<PAGE>

               (c)  Notwithstanding any other provision of this Plan or the
Participant's deferral election, the amount which a beneficiary becomes entitled
to receive on account of the death of a Participant shall be paid in a lump sum.

     5.8. Commencement of Payments. Payment which a Participant or Beneficiary
becomes entitled to receive in the event of the Participant's termination of
employment pursuant to Section 5.4 shall commence or be made, as the case may
be, as soon as practicable after the occurrence of such event. The Committee
retains the right in its sole discretion to accelerate the payment of Deferred
Compensation Accounts after termination of employment or other separation from
service.

     5.9. Beneficiary Designation. A Participant may designate a Beneficiary who
is to receive, upon his death, the distributions that otherwise would have been
paid to him. All designations shall be in writing and shall be effective only if
and when delivered to the Senior Vice President--Human Resources of the Company
during the lifetime of the Participant. If a Participant designates a
Beneficiary without providing in the designation that the Beneficiary must be
living at the time of each distribution, the designation shall vest in all of
the distribution whether payable before or after the Beneficiary's death, and
any distributions remaining upon the Beneficiary's death shall be made to the
Beneficiary's estate.

     A Participant may from time to time during his lifetime change his
Beneficiary by a written instrument delivered to the Senior Vice President--
Human Resources of the Company.  In the event a Participant shall not designate
a Beneficiary as aforesaid, or if for any reasons such designation shall be
ineffective, in whole or in part, the distribution that otherwise would have
been paid to such Participant shall be paid to his estate, and in such event the
term "Beneficiary" shall include his estate.

VI.  ADMINISTRATION
-------------------

     6.1. Committee. The Plan shall be administered by the Compensation
Committee of the Board of Directors, or such other Committee of the Board of
Directors. The Committee may designate person(s) who are Company employees to
oversee the day to day administration of the Plan.

     6.2.  General Rights, Powers, and Duties of Committee. The Committee shall
be responsible for the management, operation, and administration of the Plan.
Subject to the limitations contained in Section 4.5 and to the remaining terms
of the Plan, the Committee shall, in addition to those provided elsewhere in the
Plan, have the following powers, rights, and duties:

     (a)  To maintain records concerning the Plan sufficient to prepare reports,
returns and other information required by the Plan or by law;

     (b)  To direct the payment of benefits under the Plan, and to give such
other directions and instructions as may be necessary for the proper
administration of the Plan; and

     (c)  To be responsible for the preparation, filing and disclosure on behalf
of the Plan of such documents and reports as are required by any applicable
federal or state law.

     The Committee shall also have the authority to adopt, alter, and repeal
such administrative rules, guidelines, and practices governing the Plan as it
shall, from time to time, deem advisable, to interpret the terms and provisions
of the Plan and any award issued under the Plan (and any Notice of Award or
other agreement relating thereto), and to otherwise supervise the administration
of the Plan.

                                       9
<PAGE>

     Any determination made by the Committee pursuant to the provisions of the
Plan with respect to any grants, payments, or other transactions under the Plan
shall be made in the sole discretion of the Committee at the time of the grant,
payment, or other transaction or, unless in contravention of any express term of
the Plan, at any time thereafter.  All decisions made by the Committee pursuant
to the provisions of the Plan shall be final and binding on all persons,
including the Company and Plan Participants.

     6.3.  Information to be Furnished to Committee. Participants and their
Beneficiaries shall furnish to the Committee such evidence, data, or information
and execute such documents as the Committee requests.

     6.4.  Responsibility and Indemnification. No member of the Committee or of
the Board of Directors or any person who is designated to oversee the day to day
administration of the Plan (as provided in Section 6.1) shall be liable to any
person for any action taken or omitted in connection with the administration of
this Plan unless attributable to his own fraud or willful misconduct; nor shall
the Company be liable to any person for any such action unless attributable to
fraud or willful misconduct on the part of a director, officer, or employee of
the Company within the scope of his Company duties. Each officer, employee,
director or member of the Committee shall be indemnified and held harmless by
the Company for any liability arising out of the administration of the Plan, to
the maximum extent permitted by law.

VII. modification, AMENDMENT AND TERMINATION
--------------------------------------------

     7.1.  Modification The Committee may elect to modify Performance Awards
under the Plan at any time without the Participant's consent.

     7.2.  Amendment. The Plan may be amended in whole or in part by the
Company, by action of the Board of Directors, at any time. The Committee
reserves the unilateral right to change any rule under the Plan if it deems such
a change necessary to avoid the application of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), to the Plan.

     7.3.  Company's Right to Terminate. The Company reserves the sole right to
terminate the Plan, by action of the Board of Directors, at any time provided
that if such termination is before the end of a Performance Period for which
Performance Compensation has been granted, the Participants will be eligible for
a Pro-rated portion of the Performance Compensation that would have otherwise
been payable to them after the end of the applicable Performance Period. This
distribution, if any is payable, will be made to the Participants in the same
form and at the same time that the Participants under the Plan would otherwise
receive their distributions with respect to that Performance Period. Furthermore
such termination shall not impair any rights of the Participants in the
Participants' Deferred Compensation Accounts at the time of termination.

VIII.  MISCELLANEOUS
--------------------

     8.1.  No Implied Rights; Rights on Termination of Service. Neither the
establishment of the Plan nor any amendment thereof shall be construed as giving
any Participant, Beneficiary, or any other person any legal or equitable right
unless such right shall be specifically provided for in the Plan or conferred by
specific action of the Committee in accordance with the terms and provisions of
the Plan. Except as expressly provided in this Plan, the Company shall not be
required or be liable to make any payment under the Plan.

                                       10
<PAGE>

     8.2.  No Right to Company Assets. Neither the Participant nor any other
person shall acquire, by reason of the Plan, any right in or title to any
assets, funds or property of the Company whatsoever including, without limiting
the generality of the foregoing, any specific funds, assets, or other property
which the Company, in its sole discretion, may set aside in anticipation of a
liability hereunder. Any benefits which become payable hereunder shall be paid
from the general assets of the Company. The Participant shall have only a
contractual right to the amounts, if any, payable hereunder unsecured by any
asset of the Company. Nothing contained in the Plan constitutes a guarantee by
the Company that the assets of the Company shall be sufficient to pay any
benefit to any person.

     8.3.  No Employment Rights. Nothing herein shall constitute a contract of
employment or of continuing service or in any manner obligate the Company to
continue the services of the Participant, shall obligate the Participant to
continue in the service of the Company, or shall serve as a limitation of the
right of the Company to discharge any of its employees, with or without cause.
Nothing herein shall be construed as fixing or regulating the compensation
payable to the Participant.

     8.4.  Offset. If, at the time payments are to be made hereunder, the
Participant or the Beneficiary or both are indebted or obligated to the Company,
then the payments under the Plan remaining to be made to the Participant or the
Beneficiary or both may, at the discretion of the Company, be reduced by the
amount of such indebtedness or obligation, provided, however, that an election
by the Company not to reduce any such payment or payments shall not constitute a
waiver of its claim for such indebtedness or obligation.

     8.5.  Non-assignability. Neither the Participant nor any other person shall
have any voluntary or involuntary right to commute, sell, assign, pledge,
anticipate, mortgage, or otherwise encumber, transfer, hypothecate, or convey in
advance of actual receipt the amounts, if any payable hereunder or any part
thereof, which are expressly declared to be unassignable and non-transferable.
No part of the amounts payable prior to actual payment shall be subject to
seizure or sequestration for the payment of any debts, judgments, alimony, or
separate maintenance owed by the Participant or any other person, or be
transferable by operation of law in the event of the Participant's or any other
person's bankruptcy or insolvency.

     8.6.  Notice.  Any notice required or permitted to be given under the Plan
shall be sufficient if in writing and hand delivered, sent by registered or
certified mail, or sent by facsimile to the Company at its principal office,
directed to the attention of the Committee c/o the Vice President--Human
Resources of the Company. Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail or facsimile, as of the date shown on
the postmark, facsimile, or the receipt for registration or certification.

     8.7.  Governing Laws. The Plan and all awards made and actions taken under
the Plan shall be governed and construed according to the laws of the
Commonwealth of Virginia.

     8.8.  Gender and Number. Where appropriate, references in this Plan to the
masculine shall include the feminine, and references to the singular shall
include the plural.

     8.9.  Severability. In the event any provision of the Plan shall be held
legally invalid for any reasons, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

     9.0.  Participation Agrement. All Participants who are eligible to
participate in the Plan will receive their notice of eligibility in a written
form via a Participation Agreement.

                                       11