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                                                                    EXHIBIT 10.2

                           BOTETOURT BANKSHARES, INC.
                        1998 INCENTIVE STOCK OPTION PLAN
                                    ARTICLE I
                      Establishment, Purpose, and Duration

     1.1 Establishment of the Plan. Botetourt Bankshares, Inc., a Virginia
         -------------------------
corporation (the "Company"), hereby establishes an incentive compensation plan
for the Company to be known as the "1998 Incentive Stock Option Plan" ("the
Plan"), as set forth in this document. Unless otherwise defined herein, all
capitalized terms shall have the meanings set forth in Section 2.1 herein. The
Plan permits the grant of Incentive Stock Options, Non-qualified Stock Options,
Stock Appreciation Rights and Restricted Stock.

     The Plan was adopted by the Board of Directors of the Company on November
25, 1998, and shall become effective on January 1, 1999 (the "Effective Date"),
subject to the approval by vote of shareholders of the Company in accordance
with applicable laws.

     1.2 Purpose of the Plan. The purpose of the Plan is to promote the success
         -------------------
of the Company by providing incentives to Key Employees that will promote the
identification of their personal interest with the long-term financial success
of the Company and with growth in shareholder value. The Plan is designed to
provide flexibility to the Company in its ability to motivate, attract, and
retain the services of Key Employees upon whose judgment, interest, and special
effort the successful conduct of its operation is largely dependent.

     1.3 Duration of the Plan. The Plan shall commence on the Effective Date, as
         --------------------
described in Section 1.1 herein, and shall remain in effect, subject to the
right of the Board of Directors to terminate the Plan at any time pursuant to
Article XI herein, until December 31, 2009, at which time it shall terminate
except with respect to Awards made prior to, and outstanding on, that date which
shall remain valid in accordance with their terms.

                                   ARTICLE II
                                   Definitions

     2.1 Definitions. Except as otherwise defined in the Plan, the following
         -----------
terms shall have the meanings set forth below:

          (a) "Affiliate" and "Associate" shall have the respective meanings
     ascribed to such terms in Rule 12b-2 under the Securities Exchange Act of
     1934, as amended (the "Exchange Act").

          (b) "Agreement" means a written agreement implementing the grant of
     each Award signed by an authorized officer of the Company and by the
     Participant.


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          (c) "Award" means, individually or collectively, a grant under this
     Plan of Incentive Stock Options, Non-Qualified Stock Options, Stock
     Appreciate Rights and Restricted Stock.

          (d) "Award Date" or "Grant Date" means the date on which an Award is
     made by the Committee under this Plan.

          (e) "Beneficial Owner" shall have the meaning ascribed to such term in
     Rule 13d-3 under the Exchange Act.

          (f) "Board" or "Board of Directors" means the Board of Directors of
     the Company, unless otherwise indicated.

          (g) "Change in Control" shall be deemed to have occurred if the
     conditions set forth in any one of the following paragraphs shall have been
     satisfied:

               (i) any Person (other than the Company, a trustee or other
          fiduciary holding securities under any employee benefit plan of the
          Company), who or which, together with all Affiliates and Associates of
          such Person, is or becomes the Beneficial Owner, directly or
          indirectly, of securities of the Company representing 20% or more of
          the combined voting power of the Company's then outstanding
          securities; or

               (ii) if, at any time after the Effective Date, the composition of
          the Board of Directors of the Company shall change such that a
          majority of the Board of the Company shall no longer consist of
          Continuing Directors; or

               (iii) if at any time, (1) the Company shall consolidate with, or
          merge with, any other Person and the Company shall not be the
          continuing or surviving corporation, (2) any Person shall consolidate
          with or merge with the Company, and the Company shall be the
          continuing or surviving corporation and, in connection therewith, all
          or part of the outstanding Stock shall be changed into or exchanged
          for stock or other securities of any other Person or cash or any other
          property, (3) the Company shall be a party to a statutory share
          exchange with any other Person after which the Company is a subsidiary
          of any other Person, or (4) the Company shall sell or otherwise
          transfer 50% or more of the assets or earning power of the Company to
          any Person or Persons.

          (h) "Code" means the Internal Revenue Code of 1986, as amended from
     time to time.

          (i) "Committee" means the committee of the Board of Directors of the
     Company appointed by the Company to administer the Plan pursuant to Article
     III


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     herein, all of the members of which shall be "disinterested persons" as
     defined in Rule 16b-3, as amended, under the Exchange Act or any similar or
     successor rule. Unless otherwise determined by the Board of Directors of
     the Company, the members of the committee responsible for executive
     compensation who are not employees of the Company shall constitute the
     Committee.

          (j) "Continuing Director" means an individual who was a member of the
     Board of Directors on the Effective Date or whose subsequent nomination for
     election or re-election to the Board of Directors was recommended or
     approved by the affirmative vote of two-thirds of the Continuing Directors
     then in office.

          (k) "Exchange Act" means the Securities Exchange Act of 1934, as
     amended.

          (l) "Fair Market Value" of a Share means the fair market value as
     quoted on a recognized stock quotation system, exchange or bulletin board
     or, in the alternative, as determined pursuant to a reasonable method
     adopted by the Committee in good faith for such purpose.

          (m) "Incentive Stock Option" or "ISO" means an option to purchase
     Stock, granted under Article VI herein, which is designated as an incentive
     stock option and is intended to meet the requirements of Section 422(a) of
     the Code.

          (n) "Key Employee" means an officer or other key employee of the
     Company, who, in the opinion of the Committee, can contribute significantly
     to the growth and profitability of, or perform services of major importance
     to the Company.

          (o) "Non-qualified Stock Option" or "NQSO" means an option to purchase
     Stock, granted under Article VI herein, which is not intended to be an
     Incentive Stock Option.

          (p) "Option" means an Incentive Stock Option.

          (q) "Participant" means a Key Employee who is granted an Award under
     the Plan.

          (r) "Period of Restriction" means the period during which the transfer
     of Shares of Restricted Stock is restricted, pursuant to Article VIII
     herein.

          (s) "Person" shall have the meaning ascribed to such term in Section
     3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
     including a "group" as defined in Section 13(d).

          (t) "Plan" means the Botetourt Bankshares, Inc. 1998 Incentive Stock
     Option Plan, as described and as hereafter from time to time amended.


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          (u) "Related Option" means an Option with respect to which a Stock
     Appreciation Right has been granted.

          (v) "Restricted Stock" means an Award of Stock granted to a
     Participant pursuant to Article VIII herein.

          (w) "Stock" or "Shares" means the common stock of the Company.

          (x) "Stock Appreciation Right" or "SAR" means an Award, designated as
     a stock appreciation right, granted to a Participant pursuant to Article
     VII herein.

          (y) "Subsidiary" shall mean a corporation at least 50% of the total
     combined voting power of all classes of stock of which is owned by the
     Company, either directly or through one or more of its Subsidiaries.

                                   ARTICLE III
                                 Administration

     3.1 The Committee. The Plan shall be administered by the Committee which
         -------------
shall have all powers necessary or desirable for such administration. The
express grant in this Plan of any specific power to the Committee shall not be
construed as limiting any power or authority of the Committee. In addition to
any other powers and, subject to the provisions of the Plan, the Committee shall
have the following specific powers: (i) to determine the terms and conditions
upon which the Awards may be made and exercised; (ii) to determine all terms and
provisions of each Agreement, which need not be identical; (iii) to construe and
interpret the Agreements and the Plan; (iv) to establish, amend or waive rules
or regulations for the Plan's administration; (v) to accelerate the
exercisability of any Award or the termination of any Period of Restriction; and
(vi) to make all other determinations and take all other actions necessary or
advisable for the administration of the Plan.

     3.2 Selection of Participants. The Committee shall have the authority to
         -------------------------
grant Awards under the Plan, from time to time, to such Key Employees as may be
selected by it. Each Award shall be evidenced by an Agreement.

     3.3 Decisions Binding. All determinations and decisions made by the Board
         -----------------
or the Committee pursuant to the provisions of the Plan shall be final,
conclusive and binding.

     3.4 Rule 16b-3 Requirements. Notwithstanding any other provision of the
         -----------------------
Plan, the Board or the Committee may impose such conditions on any Award, and
amend the Plan in any such respects, as may be required to satisfy the
requirements of Rule 16b-3, as amended (or any successor or similar rule), under
the Exchange Act.


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     3.5 Indemnification of Committee. In addition to such other rights of
         ----------------------------
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against
reasonable expenses, including attorneys' fees, actually and reasonably incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any Award granted or made hereunder, and against all amounts reasonably
paid by them in settlement thereof or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, if such members acted in good faith and
in a manner which they believed to be in, and not opposed to, the best interests
of the Company.

                                   ARTICLE IV
                            Stock Subject to the Plan

     4.1 Number of Shares. Subject to adjustment as provided in Section 4.3
         ----------------
herein, the maximum aggregate number of Shares that may be issued pursuant to
Awards made under the Plan shall not exceed 10,000. No more than one-third of
the aggregate number of such Shares shall be issued in connection with
Restricted Stock Awards. Except as provided in Sections 4.2 herein, the issuance
of Shares in connection with the exercise of, or as other payment for Awards,
under the Plan shall reduce the number of Shares available for future Awards
under the Plan.

     4.2 Lapsed Awards or Forfeited Shares. If any Award granted under this Plan
         ---------------------------------
(for which no material benefits of ownership have been received, including
dividends) terminates, expires, or lapses for any reason other than by virtue of
exercise of the Award, or if Shares issued pursuant to Awards (for which no
material benefits of ownership have been received, including dividends) are
forfeited, any Stock subject to such Award again shall be available for the
grant of an Award under the Plan, subject to Section 7.2.

     4.3 Capital Adjustments. The number and class of Shares subject to each
         -------------------
outstanding Award, the Option Price and the aggregate number and class of Shares
for which Awards thereafter may be made shall be subject to such adjustment, if
any, as the Committee in its sole discretion deems appropriate to reflect such
events as stock dividends, stock splits, recapitalizations, mergers,
consolidations or reorganizations of or by the Company.

                                    ARTICLE V
                                   Eligibility

     Persons eligible to participate in the Plan include all employees of the
Company who, in the opinion of the Committee, are Key Employees. Key Employees
may not include directors of the Company who are not employees of the Company.


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                                   ARTICLE VI
                                  Stock Options

     6.1 Grant of Options. Subject to the terms and provisions of the Plan,
         ----------------
Options may be granted to Key Employees at any time and from time to time as
shall be determined by the Committee. The Committee shall have complete
discretion in determining the number of Shares subject to Options granted to
each Participant, provided, however, that the aggregate Fair Market Value
(determined at the time the Award is made) of Shares with respect to which any
Participant may first exercise ISOs granted under the Plan during any calendar
year may not exceed $100,000 or such amount as shall be specified in Section
422(a) of the Code and rules and regulation thereunder.

     6.2 Option Agreement. Each Option grant shall be evidenced by an Agreement
         ----------------
that shall specify the type of Option granted, the Option Price (as hereinafter
defined), the duration of the Option, the number of Shares to which the Option
pertains, any conditions imposed upon the exercisability of Options in the event
of retirement, death, disability or other termination of employment, and such
other provisions as the Committee shall determine. The Agreement shall specify
whether the Option is intended to be an Incentive Stock Option within the
meaning of Section 422(a) of the Code, or Non-qualified Stock Option not
intended to be within the provisions of Section 422(a) of the Code.

     6.3 Option Price. The exercise price per share of Stock covered by an
         ------------
Option ("Option Price") shall be determined by the Committee subject to the
following limitations. The Option Price shall not be less than 100% of the Fair
Market Value of such Stock on the Grant Date. An ISO granted to an employee who,
at the time of grant, owns (within the meaning of Section 425(d) of the Code)
Stock possessing more than 10% of the total combined voting power of all classes
of Stock of the Company, shall have an Option Price which is at least equal to
110% of the Fair Market Value of the Stock.

     6.4 Duration of Options. Each Option shall expire at such time as the
         -------------------
Committee shall determine at the time of grant provided, however, that no ISO
shall be exercisable later than the tenth (10th) anniversary date of its Award
Date.

     6.5 Exercisability. Options granted under the Plan shall be exercisable at
         --------------
such times and be subject to such restrictions and conditions as the Committee
shall determine, which need not be the same for all Participants. No Option,
however, shall be exercisable until the expiration of at least six months after
the Award Date, except that such limitation shall not apply in the case of death
or disability of the Participant.

     6.6 Method of Exercise. Options shall be exercised by the delivery of a
         ------------------
written notice to the Company in the form prescribed by the Committee setting
forth the number of Shares with respect to which the Option is to be exercised,
accompanied by


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full payment for the Shares. The Option Price shall be payable to the Company in
full either in cash, by delivery of Shares of Stock valued at Fair Market Value
at the time of exercise, delivery of a promissory note (in the Committee's
discretion) or by a combination of the foregoing. As soon as practicable, after
receipt of written notice and payment, the Company shall deliver to the
Participant, stock certificates in an appropriate amount based upon the number
of Options exercised, issued in the Participant's name. No Participant who is
awarded Options shall have rights as a shareholder until the date of exercise of
the Options.

     6.7 Restrictions on Stock Transferability. The Committee shall impose such
         -------------------------------------
restrictions on any Shares acquired pursuant to the exercise of an Option under
the Plan as it may deem advisable, including, without limitation, restrictions
under the applicable Federal securities law, under the requirements of the
National Association of Securities Dealers, Inc. or any stock exchange upon
which such Shares are then listed and under any blue sky or state securities
laws applicable to such Shares.

     6.8 Nontransferability of Options. No Option granted under the Plan may be
         -----------------------------
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution. Further, all
Options granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant or his guardian or legal representative.

                                   ARTICLE VII
                            Stock Appreciation Rights

     7.1 Grant of Stock Appreciation Rights. Subject to the terms and conditions
         ----------------------------------
of the Plan, Stock Appreciation Rights may be granted to Participants, at the
discretion of the Committee in connection with the grant, and exercisable in
lieu of Options ("Tandem SARs").

     7.2 Exercise of Tandem SARs. Tandem SARs may be exercised with respect to
         -----------------------
all or part of the Shares subject to the Related Option. The exercise of Tandem
SARs shall cause a reduction in the number of Shares subject to the Related
Option equal to the number of Shares with respect to which the Tandem SAR is
exercised. Conversely, the exercise, in whole or in part, of a Related Option,
shall cause a reduction in the number of Shares subject to the Related Option
equal to the number of Shares with respect to which the Related Option is
exercised. Shares with respect to which the Tandem SAR shall have been exercised
may not be subject again to an Award under the Plan.

     Notwithstanding any other provision of the Plan to the contrary, a Tandem
SAR shall expire no later than the expiration of the Related Option, shall be
transferable only when and under the same conditions as the Related Option and
shall be exercisable only when the Related Option is eligible to be exercised.
In addition, if the Related Option is an ISO, a Tandem SAR shall be exercised
for no more than 100% of the difference


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between the Option Price of the Related Option and the Fair Market Value of
Shares subject to the Related Option at the time the Tandem SAR is exercised.

     7.3 Other Conditions Applicable to Tandem SARs. No Tandem SAR granted under
         ------------------------------------------
the Plan shall be exercisable until the expiration of at least six months after
the Grant Date, except that such limitation shall not apply in the case of the
death or disability of the Participant. In no event shall the term of any Tandem
SAR granted under the Plan exceed ten (10) years from the Grant Date. A Tandem
SAR may be exercised only when the Fair Market Value of a Share exceeds the
Option Price of the Related Option. A Tandem SAR shall be exercised by delivery
to the Committee of a notice of exercise in the form prescribed by the
Committee.

     7.4 Payment Upon Exercise of Tandem SARs. Subject to the provisions of the
         ------------------------------------
Agreement, upon the exercise of a Tandem SAR, the Participant is entitled to
receive, without any payment to the Company (other than required tax withholding
amounts), an amount equal to the product of multiplying (i) the number of Shares
with respect to which the Tandem SAR is exercised by (ii) an amount equal to the
excess of (A) the Fair Market Value per Share on the date of exercise of the
Tandem SAR over (B) the Option Price of the Related Option.

     Payment to the Participant shall be made in Shares, valued at the Fair
Market Value of the date of exercise, in cash if the Participant has so elected
in his written notice of exercise and the Committee has consented thereto, or a
combination thereof. To the extent required to satisfy the conditions of Rule
16b-3(e) under the Exchange Act, or any successor or similar rule, or as
otherwise provided in the Agreement, the Committee shall have the sole
discretion to consent to or disapprove the election of any Participant to
receive cash in full or partial settlement of a Tandem SAR. In cases where an
election of settlement in cash must be consented to by the Committee, the
Committee may consent to, or disapprove, such election at any time after such
election, or within such period for taking action as is specified in the
election, and failure to give consent shall be disapproval. Consent may be given
in whole or as to a portion of the Tandem SAR surrendered by the Participant. If
the election to receive cash is disapproved in whole or in part, the Tandem SAR
shall be deemed to have been exercised for Shares, or, if so specified in the
notice of exercise and election, not to have been exercised to the extent the
election to receive cash is disapproved.

     7.5 Nontransferability of Tandem SARs. No Tandem SAR granted under the Plan
         ---------------------------------
may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, otherwise than by will or by the laws of descent and distribution.
Further, all Tandem SARs granted to a Participant under the Plan shall be
exercisable during his lifetime only by such Participant or his guardian or
legal representative.


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                                  ARTICLE VIII
                                Restricted Stock

     8.1 Grant of Restricted Stock. Subject to the terms and provisions of the
         -------------------------
Plan, the Committee, at any time and from time to time, may grant shares of
Restricted Stock under the Plan to such Participants and in such amounts as it
shall determine. Participants receiving Restricted Stock Awards are not required
to the pay the Company therefor (except for applicable tax withholding) other
than the rendering of services.

     8.2 Restricted Stock Agreement. Each Restricted Stock grant shall be
         --------------------------
evidenced by an Agreement that shall specify the Period of Restriction, the
number of Restricted Stock Shares granted, and such other provisions as the
Committee shall determine.

     8.3 Transferability. Except as provided in this Article VIII and subject to
         ---------------
the limitation in the next sentence, the Shares of Restricted Stock granted
hereunder may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the termination of the applicable Period of
Restriction or upon earlier satisfaction of other conditions as specified by the
Committee in its sole discretion and set forth in the Agreement. No shares of
Restricted Stock shall be sold until the expiration of at least six months after
the Award Date, except that such limitation shall not apply in the case of death
or disability of the Participant. All rights with respect to the Restricted
Stock granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant or his guardian or legal representative.

     8.4 Other Restrictions. The Committee shall impose such other restrictions
         ------------------
on any Shares of Restricted Stock granted pursuant to the Plan as it may deem
advisable including, without limitation, restrictions under applicable Federal
or state securities laws, and may legend the certificates representing
Restricted Stock to give appropriate notice of such restrictions.

     8.5 Certificate Legend. In addition to any legends placed on certificates
         ------------------
pursuant to Section 8.4 herein, each certificate representing shares of
Restricted Stock granted pursuant to the Plan shall bear the following legend:

     The sale or other transfer of the Shares of Stock represented by this
     certificate, whether voluntary, involuntary, or by operation of law, is
     subject to certain restrictions on transfer set forth in the 1998 Incentive
     Stock Option Plan of Botetourt Bankshares, Inc., in the rules and
     administrative procedures adopted pursuant to such Plan, and in an
     Agreement dated November 25, 1998. A copy of the Plan, such rules and
     procedures, and such Restricted Stock Agreement may be obtained from the
     Secretary of Botetourt Bankshares, Inc..

     8.6 Removal of Restrictions. Except as otherwise provided in this Article,
         -----------------------
Shares of Restricted Stock covered by each Restricted Stock Award made under the
Plan shall become freely transferable by the Participant after the last day of
the Period of Restriction. Once the Shares are released from the restrictions,
the Participant shall be entitled to have the legend required by Section 8.5
herein removed from his Stock certificate.


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     8.7 Voting Rights. During the Period of Restriction, Participants holding
         -------------
Shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares.

     8.8 Dividends and Other Distributions. During the Period of Restriction,
         ---------------------------------
Participants holding shares of Restricted Stock granted hereunder shall be
entitled to receive all dividends and other distributions paid with respect to
those shares while they are so held. If any such dividends or distributions are
paid in Shares, the Shares shall be subject to the same restrictions on
transferability as the Shares of Restricted Stock with respect to which they
were distributed.

     8.9 Termination of Employment Due to Retirement. Unless otherwise provided
         -------------------------------------------
in the Agreement, in the event that a Participant terminates his employment with
the Company or one of its Subsidiaries because of normal retirement (as defined
in the rules of the Company in effect at the time), any remaining Period of
Restriction applicable to the Restricted Stock Shares pursuant to 8.3 herein
shall automatically terminate and, except as otherwise provided in Section 8.4
herein the Shares of Restricted Stock shall thereby be free of restrictions and
freely transferable. Unless otherwise provided in the Agreement, in the event
that a Participant terminates his employment with the Company because of early
retirement (as defined in the rules of the Company in effect at the time), the
Committee, in its sole discretion, may waive the restrictions remaining on any
or all Shares of Restricted Stock pursuant to Section 8.3 herein and add such
new restrictions to those Shares of Restricted Stock as it deems appropriate.

     8.10 Termination of Employment Due to Death or Disability. In the event a
          ----------------------------------------------------
Participant's employment is terminated because of death or disability during the
Period of Restriction, any remaining Period of Restriction applicable to the
Restricted Stock pursuant to Section 8.3 herein shall automatically terminate
and, except as otherwise provided in Section 8.4 herein the shares of Restricted
Stock shall thereby be free of restrictions and fully transferable.

     8.11 Termination of Employment for Other Reasons. Unless otherwise provided
          -------------------------------------------
in the Agreement, in the event that a Participant terminates his employment with
the Company for any reason other than for death, disability, or retirement, as
set forth in Sections 8.9 and 8.10 herein, during the Period of Restriction,
then any shares of Restricted Stock still subject to restrictions as of the date
of such termination shall automatically be forfeited and returned to the
Company.

                                   ARTICLE IX
                                Change in Control

     In the event of a Change in Control of the Company, the Committee, as
constituted before such Change in Control, in its sole discretion may, as to any
outstanding Award, either at the time the Award is made or any time thereafter,
take any one or more of the following actions: (i) provide for the acceleration
of any time periods relating to the exercise or realization of any such Award so
that such Award may be exercised or realized in full on or before a date
initially fixed by the Committee; (ii) provide for the purchase or settlement of
any such Award by the Company, upon a


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<PAGE>

Participant's request, for an amount of cash equal to the amount which could
have been obtained upon the exercise of such Award or realization of such
Participant's rights had such Award been currently exercisable or payable; (iii)
make such adjustment to any such Award then outstanding as the Committee deems
appropriate to reflect such Change in Control; or (iv) cause any such Award then
outstanding to be assumed, or new rights substituted therefor, by the acquiring
or surviving corporation in such Change in Control.

                                    ARTICLE X
                 Modification, Extension and Renewals of Awards

     Subject to the terms and conditions and within the limitations of the Plan,
the Committee may modify, extend or renew outstanding Awards, or, if authorized
by the Board, accept the surrender of outstanding Awards (to the extent not yet
exercised) granted under the Plan and authorize the granting of new Awards
pursuant to the Plan in substitution therefor, and the substituted Awards may
specify a lower exercise price than the surrendered Awards, a longer term than
the surrendered Awards or may contain any other provisions that are authorized
by the Plan. The Committee may also modify the terms of any outstanding
Agreement. Notwithstanding the foregoing, however, no modification of an Award,
shall, without the consent of the Participant, adversely affect the rights or
obligations of the Participant.

                                   ARTICLE XI
               Amendment, Modification and Termination of the Plan

     11.1 Amendment, Modification and Termination. At any time and from time to
          ---------------------------------------
time, the Board may terminate, amend, or modify the Plan. Such amendment or
modification may be without shareholder approval except to the extent that such
approval is required by the Code, pursuant to the rules under Section 16 of the
Exchange Act, by any national securities exchange or system on which the Stock
is then listed or reported, by any regulatory body having jurisdiction with
respect thereto or under any other applicable laws, rules or regulations.

     11.2 Awards Previously Granted. No termination, amendment or modification
          -------------------------
of the Plan other than pursuant to Section 4.4 herein shall in any manner
adversely affect any Award theretofore granted under the Plan, without the
written consent of the Participant.

                                   ARTICLE XII
                                   Withholding

     12.1 Tax Withholding. The Company shall have the power and the right to
          ---------------
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, State and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any grant, exercise, or payment made under or as a result of this Plan.


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     12.2 Stock Withholding. With respect to withholding required upon the
          -----------------
exercise of Nonqualified Stock Options, or upon the lapse of restrictions on
Restricted Stock, or upon the occurrence of any other similar taxable event,
participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares of Stock having a Fair Market Value equal to the amount required to be
withheld. The value of the Shares to be withheld shall be based on Fair Market
Value of the Shares on the date that the amount of tax to be withheld is to be
determined. All elections shall be irrevocable and be made in writing, signed by
the Participant on forms approved by the Committee in advance of the day that
the transaction becomes taxable.

                                  ARTICLE XIII
                                   Successors

     All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.

                                   ARTICLE XIV
                                     General

     14.1 Requirements of Law. The granting of Awards and the issuance of Shares
          -------------------
of Stock under this Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or SROs as may
be required.

     14.2 Effect of Plan. The establishment of the Plan shall not confer upon
          --------------
any Key Employee any legal or equitable right against the Company or the
Committee, except as expressly provided in the Plan. The Plan does not
constitute an inducement or consideration for the employment of any Key
Employee, nor is it a contract between the Company and any Key Employee.
Participation in the Plan shall not give any Key Employee any right to be
retained in the service of the Company.

     14.3 Creditors. The interests of any Participant under the Plan or any
          ---------
Agreement are not subject to the claims of creditors and may not, in any way, be
assigned, alienated or encumbered.

     14.4 Governing Law. The Plan, and all Agreements hereunder, shall be
          -------------
governed, construed and administered in accordance with and governed by the laws
of the Commonwealth of Virginia and the intention of the Company is that ISOs
granted under the Plan qualify as such under Section 422(a) of the Code.


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<PAGE>

     14.5 Severability. In the event any provision of the Plan shall be held
          ------------
illegal or invalid for any reason, 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.

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