EXHIBIT 10.5
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                      Southwest Virginia Savings Bank, FSB
                           Management Stock Bonus Plan
                               and Trust Agreement

                                    Article I
                                    ---------

                       ESTABLISHMENT OF THE PLAN AND TRUST

         1.01  Southwest  Virginia  Savings Bank,  FSB  ("Savings  Bank") hereby
establishes the Management Stock Bonus Plan (the "Plan") and Trust (the "Trust")
upon the terms and conditions  hereinafter stated in this Management Stock Bonus
Plan and Trust Agreement (the "Agreement").

         1.02 The Trustee hereby accepts this Trust and agrees to hold the Trust
assets  existing on the date of this  Agreement and all additions and accretions
thereto upon the terms and conditions hereinafter stated.

                                   Article II
                                   ----------

                               PURPOSE OF THE PLAN

         2.01 The  purpose  of the Plan is to reward  and  retain  personnel  of
experience and ability in key positions of responsibility  with the Savings Bank
and its  subsidiaries,  by providing  such key employees of the Savings Bank and
its  subsidiaries  with an equity  interest  in the  parent  corporation  of the
Savings Bank, SWVA Bancshares, Inc. ("Parent"), as compensation for their future
professional contributions and service to the Savings Bank and its subsidiaries.

                                   Article III
                                   -----------

                                   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.

         3.01  "Beneficiary"  means the  person  or  persons  designated  by the
Recipient  to receive any benefits  payable  under the Plan in the event of such
Recipient's  death.  Such person or persons  shall be  designated  in writing on
forms provided for this purpose by the Committee and may be changed from time to
time by similar  written  notice to the  Committee.  In the absence of a written
designation,  the Beneficiary shall be the Recipient's surviving spouse, if any,
or if none, Recipient's estate.

         3.02 "Board"  means the Board of Directors of the Savings  Bank, or any
successor corporation or Parent thereto.

         3.03  "Committee"  means the  Management  Stock  Bonus  Plan  Committee
appointed by the Board pursuant to Article IV hereof.

         3.04 "Common  Stock" means shares of the common  stock,  $.10 par value
per share, of the Savings Bank or any successor corporation or Parent thereto.

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         3.05  "Employee" means any person who is employed by the  Savings  Bank
or a Subsidiary.

         3.06  "Effective  Date" shall mean the date of stockholder  approval of
the Plan by the Parent's stockholders.

         3.07 "Parent" shall mean SWVA Bancshares,  Inc., the parent corporation
of the Savings Bank.

         3.08 "Plan Shares" means shares of Common Stock held in the Trust which
are awarded or issuable to a Recipient pursuant to the Plan.

         3.09 "Plan Share Award" means a right granted to an Employee under this
Plan to receive Plan Shares.

         3.10 "Plan Share  Reserve" means the shares of Common Stock held by the
Trustee pursuant to Sections 5.03 and 5.04.

         3.11  "Recipient"  means an  Employee  who  receives a Plan Share Award
under the Plan.

         3.12 "Savings Bank" means Southwest Virginia Savings Bank, FSB, and any
successor corporation thereto.

         3.13 "Subsidiary"  means those  subsidiaries of the Savings Bank which,
with the consent of the Board, agree to participate in this Plan.

         3.14  "Trustee" or "Trustee  Committee"  means that person(s) or entity
nominated by the Committee  and approved by the Board  pursuant to Sections 4.01
and 4.02 to hold  legal  title to the Plan  assets  for the  purposes  set forth
herein.

                                   Article IV
                                   ----------

                           ADMINISTRATION OF THE PLAN

         4.01  Role  of the  Committee.  The  Plan  shall  be  administered  and
interpreted  by the  Committee,  which  shall  consist  of not less  than  three
non-employee  members of the Board, which shall have all of the powers allocated
to it in this and other sections of the Plan. All persons  designated as members
of the Committee  shall be  "disinterested  persons"  within the meaning of Rule
16b-3 under the Securities  Exchange Act of 1934, as amended  ("1934 Act").  The
interpretation  and  construction by the Committee of any provisions of the Plan
or of any Plan Share Award  granted  hereunder  shall be final and binding.  The
Committee  shall act by vote or written  consent of a majority  of its  members.
Subject to the express provisions and limitations of the Plan, the Committee may
adopt such rules,  regulations  and procedures as it deems  appropriate  for the
conduct of its affairs.  The  Committee  shall report its actions and  decisions
with respect to the Plan to the Board at appropriate times, but in no event less
than one time per calendar year. The Committee  shall recommend to the Board one
or more persons or entity to act as Trustee(s) in accordance  with the provision
of this Plan and Trust and the terms of Article VIII hereof.

         4.02 Role of the Board. The members of the Committee and the Trustee or
Trustees  shall be  appointed  or approved by, and will serve at the pleasure of
the Board. The Board may in its

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discretion  from time to time  remove  members  from,  or add  members  to,  the
Committee,  and may remove, replace or add Trustees. The Board shall have all of
the powers  allocated to it in this and other sections of the Plan, may take any
action under or with respect to the Plan which the  Committee is  authorized  to
take,  and may reverse or  override  any action  taken or  decision  made by the
Committee under or with respect to the Plan, provided,  however,  that the Board
may not revoke any Plan Share Award  already  made except as provided in Section
7.01(b)  herein.  Members  of the  Board who are  eligible  for or who have been
granted  Plan  Share  Awards  may  not  vote  on  any  matters   affecting   the
administration  of the Plan or the  grant of Plan  Shares or Plan  Share  Awards
(although such members may be counted in  determining  the existence of a quorum
at any meeting of the Board during which actions taken).  Further,  with respect
to all actions  taken by the Board in regard to the Plan,  such action  shall be
taken by a majority of the Board where such a majority of the  directors  acting
in the  matter are  "disinterested  persons"  within  the  meaning of Rule 16b-3
promulgated under the 1934 Act.

         4.03  Limitation on Liability.  No member of the Board or the Committee
or the Trustee(s) shall be liable for any determination  made in good faith with
respect to the Plan or any Plan Share  Awards  granted  under it. If a member of
the Board or Committee or any Trustee is a party or is  threatened  to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether  civil,  criminal,  administrative  or  investigative,  by any reason of
anything done or not done by him in such  capacity  under or with respect to the
Plan,  the Parent  shall  indemnify  such  member  against  expenses  (including
attorney's fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by him or her in  connection  with  such  action,  suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in the best  interests  of the Parent and its  Subsidiaries  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.

                                    Article V
                                    ---------

                        CONTRIBUTIONS; PLAN SHARE RESERVE

         5.01 Amount and Timing of Contributions.  The Board of Directors of the
Savings  Bank  shall  determine  the  amounts  (or the method of  computing  the
amounts) to be  contributed by the Savings Bank to the Trust  established  under
this  Plan.  Such  amounts  shall  be  paid  to  the  Trustee  at  the  time  of
contribution. No contributions to the Trust by Employees shall be permitted.

         5.02  Initial  Investment.  Any  funds  held  by  the  Trust  prior  to
investment  in the  Common  Stock  shall  be  invested  by the  Trustee  in such
interest-bearing  account or accounts at the Savings  Bank as the Trustee  shall
determine to be appropriate.

         5.03  Investment  of Trust  Assets.  Following  approval of the Plan by
stockholders  of the  Parent  and  receipt  of any  other  necessary  regulatory
approvals,  the Trust  shall  purchase  Common  Stock of the Parent in an amount
equal to up to 100% of the Trust's  assets,  after  providing  for any  required
withholding as needed for tax purposes,  provided, however, that the Trust shall
not purchase  more than 22,823  share of Common  Stock,  representing  4% of the
aggregate  shares of Common  Stock  issued by the Parent in the  mutual-to-stock
conversion of the Savings Bank ("Conversion"). The Trustee shall purchase shares
of Common  Stock in the open  market  or,  in the  alternative,  shall  purchase
authorized but unissued shares of the Common Stock from the Parent sufficient to
fund the Plan Share Reserve.


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         5.04 Effect of  Allocations,  Returns and  Forfeitures  Upon Plan Share
Reserves.  Upon the  allocation  of Plan Share Awards under Section 6.02, or the
decision of the  Committee  to return Plan Shares to the Parent,  the Plan Share
Reserve  shall be  reduced  by the  number of Shares  subject  to the  Awards so
allocated  or returned.  Any Shares  subject to an Award which may not be earned
because of forfeiture  by the Recipient  pursuant to Section 7.01 shall be added
to the Plan Share Reserve.

                                   Article VI
                                   ----------

                            ELIGIBILITY; ALLOCATIONS

         6.01  Eligibility.  Employees of the Savings Bank and its  Subsidiaries
are  eligible to receive  Plan Share Awards  within the sole  discretion  of the
Committee.

         6.02  Allocations.  The Committee will determine which of the Employees
referenced  in Section  6.01 above  will be  granted  Plan Share  Awards and the
number of Shares  covered by each  Award,  provided,  however,  that in no event
shall any Awards be made which will violate the Charter or Bylaws of the Savings
Bank or its Parent or  Subsidiaries  or any  applicable  federal or state law or
regulation.  In the event  Shares are  forfeited  for any  reason or  additional
Shares are  purchased  by the Trustee,  the  Committee  may,  from time to time,
determine  which of the  Employees  referenced  in  Section  6.01  above will be
granted  additional  Plan Share Awards to be awarded from forfeited  Shares.  In
selecting  those  Employees  to whom Plan Share  Awards  will be granted and the
number of shares  covered by such  Awards,  the  Committee  shall  consider  the
position duties and  responsibilities  of the eligible  Employees,  the value of
their services to the Savings Bank and its  Subsidiaries,  and any other factors
the Committee may deem  relevant.  All actions by the Committee  shall be deemed
final, except to the extent that such actions are revoked by the Board.

         6.03  Form  of  Allocation.   As  promptly  as   practicable   after  a
determination  is made pursuant to Section 6.02 that a Plan Share Award is to be
made,  the  Committee  shall notify the Recipient in writing of the grant of the
Award,  the number of Plan Shares covered by the Award, and the terms upon which
the Plan  Shares  subject  to the  award  may be  earned.  The date on which the
Committee so notifies the Recipient shall be considered the date of grant of the
Plan Share Awards. The Committee shall maintain records as to all grants of Plan
Share Awards under the Plan.

         6.04 Allocations Not Required. Notwithstanding anything to the contrary
in Sections 6.01 and 6.02, no Employee  shall have any right or  entitlement  to
receive a Plan Share Award hereunder,  such Awards being at the total discretion
of the Committee  and the Board,  nor shall the Employees as a group have such a
right.  The Committee may, with the approval of the Board (or, if so directed by
the Board) return all Common Stock in the Plan Share Reserve to the Savings Bank
at any time, and cease issuing Plan Share Awards.

         6.05  Awards  to  Directors.  Notwithstanding  anything  herein  to the
contrary,  upon the Effective Date, a Plan Share Award  consisting of 1,141 Plan
Shares  shall be  awarded  to each  director  of the  Savings  Bank  that is not
otherwise  an  Employee.  Such  Plan  Share  Award  shall  be  earned  and  non-
forfeitable at the rate of one-seventh on the first anniversary of the Effective
Date and an additional  one-seventh  following  each of the next six  successive
years during such period of service as a director or director emeritus. Further,
such Plan Share Award shall be immediately  100% vested and  non-forfeitable  in
the event of the death or disability of such director, or a change in control of
the Savings Bank or Parent as provided in Section 7.01(d) herein.  Subsequent to
the Effective Date, Plan Share Awards may

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be awarded to newly  elected or  appointed  directors of the Savings Bank by the
Committee,  provided that total Plan Share Awards to  non-employee  directors of
the  Savings  Bank shall not exceed  30% of total Plan  Shares in the  aggregate
under the Plan or 5% to any individual non-employee director.

                                   Article VII
                                   -----------

             EARNINGS AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

         7.01     Earnings Plan Shares; Forfeitures.

         (a) General Rules. Unless the Committee shall specifically state to the
contrary at the time a Plan Share Award is  granted,  Plan Shares  subject to an
Award shall be earned and  non-forfeitable  by a Recipient at the rate of 20% of
such Award  following one year after  granting of such Award,  and an additional
20%  following  each of the next  four  successive  years;  provided  that  such
Recipient  remains an Employee  during  such  period.  Notwithstanding  anything
herein to the contrary,  in no event shall a Plan Share Award granted  hereunder
be earned and  non-forfeitable  by a Recipient  more rapidly than at the rate of
20% of such Award as of the one year  anniversary of the date of granting of the
Award and an additional 20% following each of the next four successive years.

         (b) Revocation for Misconduct.  Notwithstanding  anything herein to the
contrary,  the  Board  may,  by  resolution,  immediately  revoke,  rescind  and
terminate any Plan Share Award,  or portion  thereof,  previously  awarded under
this Plan, to the extent Plan Shares have not been  delivered  thereunder to the
Recipient,  whether  or not  yet  earned,  in the  case  of an  Employee  who is
discharged from the employ of the Parent, Savings Bank or a Subsidiary for Cause
(as hereinafter  defined),  or who is discovered after termination of employment
to have  engaged in conduct  that would have  justified  termination  for cause.
"Cause" is defined as personal  dishonesty,  incompetence,  willful  misconduct,
breach of fiduciary  duty involving  personal  profits,  intentional  failure to
perform stated  duties,  willful  violation of a material  provision of any law,
rule or regulation  (other than traffic  violations and similar  offense),  or a
material violation of a final  cease-and-desist  order or any other action which
results in a  substantial  financial  loss to the  Parent,  Savings  Bank or its
Subsidiaries.  A determination  of "Cause" shall be made by the Board within its
sole discretion.

         (c)   Exception   for   Terminations   Due  to  Death  or   Disability.
Notwithstanding  the general rule contained in Section  7.01(a) above,  all Plan
Shares subject to a Plan Share Award held by a Recipient  whose  employment with
the Parent,  Savings Bank or a Subsidiary  terminates due to death or disability
(as determined by the  Committee),  shall be deemed earned as of the Recipient's
last day of employment with the Parent,  Savings Bank or Subsidiary and shall be
distributed as soon a practicable thereafter.

         (d)   Exception   for   Termination   after  a   Change   in   Control.
Notwithstanding  the general  rule  contained  in Section  7.01 above,  all Plan
Shares  subject to a Plan Share Award held by a recipient  shall be deemed to be
immediately  100%  earned  and  non-forfeitable  in the  event of a  "change  in
control"  of the  Parent or  Savings  Bank and shall be  distributed  as soon as
practicable  thereafter.  For purposes of this Plan,  "change in control"  shall
mean:  (i) the  execution  of an  agreement  for the sale of all,  or a material
portion,  of the assets of the Parent or Savings Bank;  (ii) the execution of an
agreement for a merger or  recapitalization of the Parent or Savings Bank or any
merger  or  recapitalization  whereby  the  Parent  or  Savings  Bank is not the
surviving  entity;  (iii) a change of control of the Parent or Savings  Bank, as
otherwise  defined  or  determined  by  the  Office  of  Thrift  Supervision  or
regulations promulgated

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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
1934 Act and the rules and  regulations  promulgated  thereunder) of twenty-five
percent  (25%) or more of the  outstanding  voting  securities  of the Parent or
Savings Bank by any person,  trust,  entity or group.  This limitation shall not
apply to the purchase of shares of up to 25% of any class of  securities  of the
Parent or Savings Bank 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.

         7.02 Payment of Dividends.  A holder of a Plan Share Award,  whether or
not  non-forfeitable,  shall also be entitled to receive an amount  equal to any
cash  dividends  declared  and paid with  respect  to  shares  of  Common  Stock
represented  by such Plan Share Award  between the date the relevant  Plan Share
Award was initially  granted to such  Recipient and the date the Plan Shares are
distributed.  Such dividend amounts shall be held in arrears under the Trust and
distributed upon vesting of the applicable Plan Share Award.

         7.03     Distribution of Plan Shares.

         (a)  Timing of  Distributions:  General  Rule.  Except as  provided  in
Subsections (d) and (e) below, Plan Shares shall be distributed to the Recipient
or his Beneficiary,  as the case may be, as soon as practicable  after they have
been earned. No fractional shares shall be distributed. Notwithstanding anything
herein to the contrary,  at the discretion of the Committee,  Plan Shares may be
distributed  prior to such shares  being 100%  earned,  provided  that such Plan
Shares shall contain a restrictive  legend detailing the applicable  limitations
of such shares with respect to transfer and forfeiture.

         (b) Form of  Distribution.  All Plan Shares,  together  with any shares
representing stock dividends,  shall be distributed in the form of Common Stock.
One share of Common  Stock shall be given for each Plan Share  earned.  Payments
representing  cash  dividends  (and  earning  thereon)  shall  be made in  cash.
Notwithstanding  anything  within  the Plan to the  contrary,  upon a Change  in
Control  whereby  substantially  all of the Common Stock of the Company shall be
acquired for cash, all Plan Shares  associated with Plan Share Awards,  together
with any shares representing stock dividends  associated with Plan Share Awards,
shall  be,  at the  sole  discretion  of the  Committee,  distributed  as of the
effective  date of  such  Change  in  Control,  or as  soon as  administratively
feasible thereafter,  in the form of cash equal to the consideration received in
exchange for such Common Stock represented by such Plan Shares.

         (c)  Withholding.   The  Trustee  may  withhold  from  any  payment  or
distribution  made under this Plan  sufficient  amounts to cover any  applicable
withholding  and  employment  taxes,  and if the  amount of such  payment is not
sufficient,  the Trustee may require the  Recipient or  Beneficiary  to have the
Trustee  withhold  from  delivery a number of Plan  Shares  having a fair market
value,  at the  time  withheld,  sufficient  to  satisfy  such  withholding  and
employment taxes, or to pay to the Trustee the amount required to be withheld as
a condition of  delivering  the Plan Shares.  The Trustee  shall pay over to the
Parent,  Savings Bank or Subsidiary which employs or employed such recipient any
such amount withheld from or paid by the Recipient or Beneficiary.


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         (d) Timing: Exception for 10% Shareholders.  Notwithstanding Subsection
(a) above, no Plan Shares may be distributed prior to the date which is five (5)
years from the effective date of the Savings Bank's Conversion to the extent the
Recipient or Beneficiary, as the case may be, would after receipt of such Shares
own in excess of ten  percent  (10%) of the  issued  and  outstanding  shares of
Common Stock held by parties  other than Parent,  unless such action is approved
in advance by a majority vote of disinterested  directors of the Board. Any Plan
Shares  remaining  undistributed  solely  by  reason  of the  operation  of this
Subsection (d) shall be  distributed to the Recipient or his  Beneficiary on the
date  which  is  five  years  from  the  effective  date of the  Savings  Bank's
Conversion.

         (e)  Regulatory  Exceptions.  No  Plan  Shares  shall  be  distributed,
however,  unless and until all of the  requirements  of all  applicable  law and
regulation  shall  have been  fully  complied  with,  including  the  receipt of
approval of the Plan by the  stockholders of the Parent by such vote, if any, as
may be required by applicable law and regulations as determined by the Board.

         7.04 Voting of Plan Shares.  After a Plan Share Award has become earned
and non-  forfeitable,  the Recipient shall be entitled to direct the Trustee as
to the voting of the Plan  Shares  which are covered by the Plan Share Award and
which have not yet been distributed  pursuant to Section 7.03,  subject to rules
and procedures  adopted by the Committee for this purpose.  All shares of Common
Stock held by the Trust as to which  Recipients  are not entitled to direct,  or
have not  directed,  the voting of, shall be voted by the Trustee as directed by
the Committee.

                                  Article VIII
                                  ------------

                                      TRUST

         8.01 Trust.  The Trustee shall receive,  hold,  administer,  invest and
make  distributions  and  disbursements  from the Trust in  accordance  with the
provisions  of  the  Plan  and  Trust  and  the  applicable  directions,  rules,
regulations,  procedures and policies  established by the Committee  pursuant to
the Plan.


         8.02  Management of Trust. It is the intent of this Plan and Trust that
the Trustee shall have complete  authority  and  discretion  with respect to the
management,  control and  investment  of the Trust,  and that the Trustee  shall
invest all assets of the Trust, except those attributable to cash dividends paid
with respect to Plan Shares not held in the Plan Share Reserve,  in Common Stock
to the  fullest  extent  practicable,  and except to the extent that the Trustee
determines  that the holding of monies in cash or cash  equivalents is necessary
to meet the obligations of the Trust. In performing  their duties,  the Trustees
shall have the power to do all things and  execute  such  instruments  as may be
deemed necessary or proper, including the following powers:

         (a) To invest up to one hundred  percent  (100%) of all Trust assets in
         the Common  Stock  without  regard to any law now or hereafter in force
         limiting investments for Trustees or other fiduciaries.  The investment
         authorized  herein may constitute the only investment of the Trust, and
         in making such  investment,  the  Trustees are  authorized  to purchase
         Common  Stock from  Parent or from any other  source,  and such  Common
         Stock so  purchased  may be  outstanding,  newly  issued,  or  Treasury
         shares.

         (b) To invest in any Trust assets not otherwise  invested in accordance
         with (a) above in such deposit  accounts,  and  certificates of deposit
         (including those issued by the Savings Bank),

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         obligations  of the United  States  government  or its agencies or such
         other investments as shall be considered the equivalent of cash.

         (c) To sell,  exchange or otherwise dispose of any property at any time
         held or acquired by the Trust.

         (d) To cause stocks,  bonds or other securities to be registered in the
         name of a nominee,  without the addition of words  indicating that such
         security  is an asset  of the  Trust  (but  accurate  records  shall be
         maintained showing that such security is an asset of the Trust).

         (e) To hold cash  without  interest  in such  amounts  as may be in the
         opinion of the Trustee  reasonable for the proper operation of the Plan
         and Trust.

         (f) To employ brokers, agents, custodians, consultants and accountants.

         (g) To hire  counsel to render  advice  with  respect to their  rights,
         duties and  obligations  hereunder,  and such other  legal  services or
         representation as they may deem desirable.

         (h) To  hold  funds  and  securities  representing  the  amounts  to be
         distributed  to a Recipient or his  Beneficiary  as a consequence  of a
         dispute as to the disposition thereof,  whether in a segregated account
         or held in common with other assets.

         Notwithstanding  anything herein contained to the contrary, the Trustee
shall not be required to make any  inventory,  appraisal or settlement or report
to any  court,  or to secure  any order of court for the  exercise  of any power
herein contained, or give bond.

         8.03 Records and  Accounts.  The Trustee  shall  maintain  accurate and
detailed records and accounts of all  transactions of the Trust,  which shall be
available at all reasonable  times for inspection by any legally entitled person
or entity  to the  extent  required  by  applicable  law,  or any  other  person
determined by the Committee.

         8.04  Earnings.  All  earnings,  gains and losses with respect to Trust
assets shall be allocated in accordance with a reasonable  procedure  adopted by
the Committee,  to bookkeeping accounts for Recipients or to the general account
of the Trust,  depending on the nature and  allocation of the assets  generating
such earnings,  gains and losses. In particular,  any earnings on cash dividends
received  with  respect to shares of Common Stock shall be allocated to accounts
for Recipients, except to the extent that such cash dividends are distributed to
Recipients, if such shares are the subject of outstanding Plan Share Awards, or,
otherwise to the Plan Share Reserve.

         8.05  Expenses.  All costs and expenses  incurred in the  operation and
administration of this Plan shall be paid by the Savings Bank.

         8.06 Indemnification.  The Parent shall indemnify,  defend and hold the
Trustee harmless against all claims,  expenses and liabilities arising out of or
related to the  exercise  of the  Trustee's  powers and the  discharge  of their
duties  hereunder,  unless the same shall be due to their  gross  negligence  or
willful misconduct.



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                                   Article IX
                                   ----------

                                  MISCELLANEOUS

         9.01  Adjustments  for Capital  Changes.  The aggregate  number of Plan
Shares  available for issuance  pursuant to the Plan Share Awards and the number
of  Shares  to which  any Plan  Share  Award  relates  shall be  proportionately
adjusted for any increase or decrease in the total number of outstanding  shares
of Common Stock issued  subsequent to the effective  date of the Plan  resulting
from any  split,  subdivision  or  consolidation  of  shares  or  other  capital
adjustment,  or other  increase  or decrease  in such  shares  effected  without
receipt or payment of consideration by the Parent.

         9.02  Amendment  and  Termination  of  the  Plan.  The  Board  may,  by
resolution,  at any time,  amend or  terminate  the Plan.  The power to amend or
terminate  the Plan shall  include  the power to direct the Trustee to return to
the  Parent  all or any part of the  assets of the  Trust,  including  shares of
Common Stock held in the Plan Share  Reserve,  as well as shares of Common Stock
and  other  assets  subject  to Plan  Share  Awards  but not yet  earned  by the
Employees to whom they are  allocated.  However,  the  termination  of the Trust
shall  not  affect a  Recipients  right to earn  Plan  Share  Awards  and to the
distribution of Common Stock relating thereto,  including  earnings thereon,  in
accordance  with the terms of this Plan and the  grant by the  Committee  or the
Board.

         9.03 Nontransferable. Plan Share Awards and rights to Plan Shares shall
not be  transferable  by a Recipient,  and during the lifetime of the Recipient,
Plan Shares may only be earned by and paid to the  Recipient who was notified in
writing of the Award by the Committee  pursuant to Section 6.03. No Recipient or
Beneficiary shall have any right in or claim to any assets of the Plan or Trust,
nor shall the Parent,  Savings Bank,  or any  Subsidiary be subject to any claim
for benefits hereunder.

         9.04 Employment Rights.  Neither the Plan nor any grant of a Plan Share
Award  or Plan  Shares  hereunder  nor any  action  taken  by the  Trustee,  the
Committee  or the Board in  connection  with the Plan  shall  create  any right,
either express or implied, on the part of any Employee to continue in the employ
of the Parent, Savings Bank, or a Subsidiary thereof.

         9.05 Voting and Dividend Rights.  No Recipient shall have any voting or
dividend  rights of a stockholder  with respect to any Plan Shares  covered by a
Plan Share Award,  except as expressly provided in Sections 7.02 and 7.04 above,
prior to the time said Plan Shares are actually distributed to him.

         9.06  Governing Law. The Plan and Trust shall be governed and construed
under  the laws of the  Commonwealth  of  Virginia,  except to the  extent  that
Federal Law shall be deemed applicable.

         9.07  Effective  Date.  The Plan shall be  effective  as of the date of
approval of the Plan by  stockholders  of the Parent.  Notwithstanding  anything
herein to the  contrary,  no Plan Share Award shall be effective or  distributed
prior to receipt of a letter of approval or non-objection related to the Plan by
the Office of Thrift Supervision.


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         9.08 Term of Plan.  This Plan shall  remain in effect until the earlier
of (1)  termination  by the  Board,  (2) the  distribution  of all assets of the
Trust,  or (3) 21 years from the Effective  Date.  Termination of the Plan shall
not effect any Plan Share  Awards  previously  granted,  and such  Awards  shall
remain  valid and in effect  until they have been  earned and paid,  or by their
terms expire or are forfeited.

         9.09 Tax Status of Trust.  It is  intended  that the trust  established
hereby be treated as grantor  trust of the Savings Bank under the  provisions of
Section 671 et seq. of the  Internal  Revenue  Code,  as the same may be amended
from time to time.

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