EXHIBIT 10.2(c)
                     TRANSCOMMUNITY BANKSHARES INCORPORATED
                             2001 STOCK OPTION PLAN
                      (As Amended Effective March 27, 2003)


                                    ARTICLE I
                      Establishment, Purpose, and Duration

      Effective  May 8,  2001, the Bank of Powhatan,  N.A., a national banking
association  established  an  incentive  compensation  plan for itself and its
Subsidiaries,  known as the "Bank of  Powhatan,  N.A.  2001 Stock Option Plan"
(the "Plan").

      Effective August 15, 2001, TransCommunity Bankshares Incorporated (the
"Company") assumed the Plan in connection with the reorganization by which the
Company became the holding company for the Bank of Powhatan, N.A pursuant to an
Amended and Restated Plan of Reorganization and Share Exchange dated May 9,
2001.

      Effective December 19, 2001, the Plan was restated and amended by the
Company's Board of Directors.

      The Company now desires to amend and restate the Plan as provided in this
document.

      1.1 Establishment and Restatement of the Plan. The Bank of Powhatan,
N.A., which is the Company's wholly owned subsidiary, established the Plan as an
incentive compensation plan for itself and its Subsidiaries. The Company
assumed, amended and restated the Plan and hereby further amends and restates
the Plan, known as the "TransCommunity Bankshares Incorporated 2001 Stock Option
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 Non-Qualified Stock Options, but does not permit the
grant of Incentive Stock Options.

      The Plan was adopted by the Board of Directors of the Bank of Powhatan,
N.A. on, and became effective as of, May 8, 2001 (the "Effective Date"). The
Plan was amended and restated by the Board of Directors of TransCommunity
Bankshares Incorporated effective December 19, 2001. This amendment and
restatement of the Plan is effective as of March 27, 2003.

      1.2 Purpose of the Plan. The purpose of the Plan is to reward
Employees and Directors for services rendered and investment risks undertaken to
date and to promote the success of the Company and its Subsidiaries by providing
incentives to Employees and Directors that will promote the identification of
their personal interest with the long-term financial success of the Company and
its Subsidiaries and with growth in shareholder value. The Plan is designed to
provide flexibility to the Company, including its Subsidiaries, in its ability
to motivate, attract, and retain the services of Employees and Directors 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 of the Company to terminate the Plan at any
time pursuant to Article X herein, until May 7, 2011 (the "Term"), 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.



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                                   ARTICLE II
                                   Definitions

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

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

            (b)  "Award" means,  individually or collectively,  a grant under
      this Plan of Options.

            (c)  "Award Date" or "Grant Date" means the date on which the
      grant of an Award is made under this Plan.

            (d)  "Board" or "Board of  Directors"  means the Board of
      Directors of the Company, unless otherwise indicated. In the case of a
      Director serving as an "organizing director" or "advisory director" (as
      provided Section 2.1(i) below),  references to "Board  service",
      "membership on the Board" or any similar reference to the Board shall mean
      shall be service in such capacity, and references to the Board of
      Directors of the Company or a Subsidiary used in connection with
      participation in the Plan shall be deemed to include service as an
      "organizing director" or "advisory director".

            (e)  "Change in Control" means the  occurrence,  after the
      Effective Date, of either an "Acquisition of Controlling Ownership" (as
      defined in clause (i) below), a "Change in the Incumbent Board" (as
      defined in clause (ii) below), a "Business Combination" (as defined in
      clause (iii) below), or a "Liquidation or Dissolution" (as defined in
      clause (iv) below).

            (i)  "Acquisition of Controlling  Ownership"  means
      the acquisition by any individual, entity or group (within the meaning of
      Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under
      the Exchange Act) of 25% or more of either (x) the then outstanding shares
      of common stock of the Company (the "Outstanding Common Stock") or (y) the
      combined voting power of the then outstanding voting securities of the
      Company entitled to vote generally in the election of  directors
      (the  "Outstanding  Voting  Securities"). Notwithstanding the
      foregoing, for purposes of this clause (i), the following acquisitions
      shall not constitute a Change in Control:

                  (A)   any acquisition directly from the Company;

                  (B)   any acquisition by the Company;

                  (C)   any acquisition by any employee benefit plan (or
      related trust)  sponsored or  maintained  by the Company or any
      corporation controlled by the Company; or

                  (D)  any acquisition by any corporation pursuant to a
      transaction which complies with paragraphs (A), (B) and (C) of clause
      (iii) of this Section 2.1(e).

             (ii) "Change in the Incumbent Board" means that individuals who, as
      of the Effective Date, constitute the Board (the "Incumbent Board") cease
      for any reason to constitute at least a majority of the Board. For this
      purpose, any individual who becomes a director subsequent to the Effective
      Date whose election, or nomination for election by the Company's
      shareholders, was approved by a vote of at least a majority of the
      directors then comprising the Incumbent Board shall be thereupon
      considered a member of the Incumbent Board (with his predecessor
      thereafter ceasing to be a member), but excluding, for this purpose, any
      such individual whose initial assumption of office occurs as a result of
      an actual or threatened election contest with respect to the election or
      removal of directors  or other actual or  threatened solicitation of
      proxies or consents by or on behalf of a Person other than the Board.


<PAGE> 3


             (iii)"Business  Combination"  means  the  consummation
      of a reorganization, merger or consolidation or sale or other
      disposition of all or substantially all of the assets of the Company (a
      "Business Combination") unless all of the following occur:

                  (A)  all or substantially  all of the individuals and
      entities who were the  beneficial  owners  respectively,  of
      the Outstanding Common Stock and Outstanding Voting Securities immediately
      prior to such Business Combination  beneficially own, directly or
      indirectly, more than 60% of, respectively, the then outstanding shares of
      common stock and the combined voting power of the then outstanding voting
      securities  entitled to vote generally in the election of directors, as
      the case may be, of the corporation resulting from such Business
      Combination (including,  without limitation, a corporation which as a
      result of such transaction owns the Company or all or substantially all of
      the Company's assets either directly or through one or more subsidiaries,
      in substantially the same proportions as their ownership, immediately
      prior to such Business Combination of the Outstanding Common Stock and
      Outstanding Voting Securities, as the case may be,

                  (B)  no Person (excluding any corporation resulting from
      such Business Combination or any employee benefit plan (or related trust)
      of the Company or such corporation resulting from such Business
      Combination) beneficially owns, directly or indirectly, 25% or more of,
      respectively, the then outstanding shares of common stock of the
      corporation resulting from such Business Combination, or the combined
      voting power of the then outstanding  voting securities of such
      corporation except to the extent that such ownership existed prior to the
      Business Combination, and

                  (C)  at least a majority of the members of the board of
      directors of the corporation resulting from such Business Combination were
      members of the Incumbent Board or were elected by such majority at the
      time of the execution of the initial agreement, or of the action of the
      Board, providing for such Business Combination.

           (iv)  "Liquidation or Dissolution" means the approval by the
      shareholders of the Company of a complete liquidation or dissolution of
      the Company.

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

            (g)  "Committee" means the committee of the Board administering
      the Plan pursuant to Article III herein and consisting of at least two
      persons. The Committee shall consist only of "non-employee directors" as
      defined in Rule 16b-3, as amended, under the Exchange Act or any similar
      or successor rule, and unless otherwise determined by the Board, the
      Committee  for the Plan shall consist of all such non-employee director
      members of the Board.


<PAGE> 4

            (h) "Company" means TransCommunity Bankshares Incorporated for
      periods on or after August 15, 2001, or any successor thereto as provided
      in Article XII herein.

            (i) "Director" means an individual who on the applicable Grant
      Date is either a member of the Board of the Company or a Subsidiary or a
      person designated by the Board of the Company or a Subsidiary as an
      "organizing director" or "advisory director" with respect to the Company
      or a Subsidiary (or a branch or other operating unit thereof) or with
      respect to a Subsidiary to be formed (whether or not such Director is also
      an Employee).

            (j) "Employee"  means a common law  employee  of the  Company or
      its Subsidiaries.

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

            (l) "Fair Market Value" of a Share means the mean between the
      high and low sales price of the Stock on the relevant date if it is a
      trading date, or if not, on the most recent date on which the Stock was
      traded prior to such date, as reported by NASDAQ National Market System,
      or if, in the opinion of the Committee, this method is inapplicable or
      inappropriate for any reason, the fair market value 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 which is designated as an Incentive Stock Option or ISO and
      is intended to meet the requirements of Section 422 of the Code.

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

            (o) "Option" means a Non-Qualified Stock Option.

            (p) "Option Price" means the exercise price per share of Stock
      payable by a Participant to exercise an Option for the Share, as provided
      in Sections 6.3 and 7.3 herein, as the same may be adjusted pursuant to
      Section 4.4 herein.

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

            (r) "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).

            (s) "Plan" means the TransCommunity Bankshares Incorporated 2001
      Stock Option Plan for periods on or after August 15, 2001, as described
      herein and as hereafter from time to time amended, and the Bank of
      Powhatan, N.A. 2001 Stock Option Plan for periods prior to August 15,
      2001.

            (t) "Stock" or "Shares" means the Common Stock,  $.01 par value,
      of the Company.


<PAGE> 5



            (u) "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; and (vi) to make all other determinations and
take all other actions necessary or advisable for the administration of the
Plan.

      3.2  Delegation of Certain Duties. The Committee may in its sole
discretion delegate all or part of its duties and obligations to designated
officer(s) to administer the Plan with respect to Awards to Employees who are
not subject to Section 16 of the Exchange Act.

      3.3  Selection of  Participants.  The  Committee  shall
have the authority to grant Awards under the Plan, from time to time, to such
Employees and/or Directors as may be selected by it. Each Award shall be
evidenced by an Agreement.

      3.4   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.

      3.5  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. Any  provision of the Plan to the contrary
notwithstanding, and except to the extent that the Committee determines
otherwise: (i) transactions by and with respect to officers and directors of the
Company who are subject to Section 16(b) of the Exchange Act (hereafter,
"Section 16 Persons") shall comply with any applicable conditions of SEC Rule
16b-3 and (ii) every provision of the Plan shall be administered, interpreted
and construed to carry out the foregoing provisions of this sentence and any
provision that cannot be so administered, interpreted and construed shall to
that extent be disregarded.

      3.6  Indemnification.  In  addition  to  such  other
rights  of indemnification as they may have as directors or as members of the
Committee and the members of the Committee or their delegate 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 and its Subsidiaries.


<PAGE> 6


                                   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 330,000. Except as provided in
Sections 4.2 and 4.3 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)
terminates, expires, or lapses for any reason other than by virtue of exercise
of the Award, any Stock subject to such Award again shall be available for the
grant of an Award under the Plan.

      4.3  Delivery of Shares as Payment. In the event a Participant pays the
Option Price for Shares pursuant to the exercise of an Option with previously
acquired Shares, the number of Shares available for future Awards under the Plan
shall be reduced only by the net number of new Shares issued upon the exercise
of the Option.

      4.4  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 (i) all Employees who
are selected for  participation by the Committee in the case of discretionary
Awards pursuant to Article VI herein and (ii) all Directors who are selected for
participation by the Committee in the case of discretionary Awards pursuant to
Article VII herein.


                                   ARTICLE VI
                  Discretionary Stock Options for Employees

      6.1  Grant of Options to  Employees.  Subject to the terms and
provisions of the Plan, Options may be granted to Employees pursuant to this
Article of the Plan 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.
All Options granted under this Article of the Plan shall be Non-Qualified Stock
Options.

      6.2  Option Agreement for Employee Options. Each Option grant to an
Employee pursuant to this Article of the Plan shall be evidenced by an Agreement
that shall specify the type of Option granted, the Option Price, 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 that the Option is
intended to be a Non-Qualified Stock Option.


<PAGE> 7

      6.3  Option Price of Employee Options. The exercise price per share of
Stock ("Option Price") covered by an Option granted to an Employee pursuant to
this Article of the Plan shall be determined by the Committee subject to the
following limitation. The Option Price shall not be less than 100% of the Fair
Market Value of such Stock on the Grant Date.

      6.4  Duration of Employee Options. Each Option granted to an Employee
pursuant to this Article of the Plan shall expire at such time as the Committee
shall determine at the time of grant provided, however, that no Option shall be
exercisable later than ten years from its Award Date.

      6.5  Exercisability of Employee Options. Unless otherwise provided in
the Agreement pursuant to which they are received, one-third (1/3rd) of the
Shares in each such Option granted to an Employee pursuant to this Article of
the Plan shall  become  exercisable  on the first,  second and third
anniversaries of their Grant Date, and, unless otherwise provided in the
Agreement pursuant to which they are received and subject to the limitations of
Section 6.9 below, each such Option shall be immediately exercisable upon a
Change in Control. Options granted to an Employee pursuant to this Article of
the Plan shall be subject to such restrictions and conditions as the Committee
shall determine, which need not be the same for all Employees. Unless otherwise
provided in the Agreement pursuant to which they are received, each Option
granted to an Employee pursuant to this Article of the Plan which has not then
been exercised when the Employee ceases to be an Employee shall be forfeited.

      6.6  Method of Exercise. Unless otherwise provided in the Agreement
pursuant to which they are received, each Option granted under the Plan may be
exercised with respect to any number of whole shares less than the full number
for which the Option could be exercised. A partial exercise of an Option shall
not affect the right to exercise the Option from time to time in accordance with
this Plan and the applicable Agreement with respect to the shares remaining
subject to the Option. 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 full payment for the Shares which shall be deemed to include
arrangements, if any, approved by the Committee for the delivery to the Company
of the proceeds of a sale or margin loan in the case of a "cashless" exercise
(subject to the limitations of Section 6.9). The Option Price shall be payable
to the Company in full either in cash (including, where approved by the
Committee subject to the limitations of Section 6.9, the proceeds of a cashless
exercise in the Committee's discretion), by delivery of Shares of Stock
valued at Fair Market Value at the time of exercise (in the Committee's
discretion),  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 may impose
such restrictions on any Shares acquired pursuant to the exercise of an Option
granted 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.


<PAGE> 8

      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.

      6.9  Limitations on Options Granted in Connection with Services to a
National Banking Association. Notwithstanding any other provision of this Plan,
any Option granted to a Director or Employee in connection with services
rendered directly to a national banking association (a "National Bank Option")
shall be subject to the following:

            (a)  During the first thirty-six (36) months after commencement
      of operations of such national banking association, there shall be no
      acceleration in exercisability of such National Bank Option in the event
      of a Change in Control.

            (b)  In no event shall alternative action (i) of Article VIII of
      the Plan be taken with respect to any National Bank Option during the
      first thirty-six (36) months after commencement of operations of such
      national banking association.

            (c)  No National Bank Option shall remain exercisable any longer
      after the Director's or Employee's cessation of service, and in any event
      shall terminate no later, than (i) one year after such cessation of
      service if such cessation of service is due to the Director's or
      Employee's death or permanent and total disability (as such term is
      defined in Section 22(e)(3) of the Internal Revenue Code) or (ii) three
      months after such cessation of service if such cessation of service is due
      to any cause or event other than death or permanent and total disability.

            (d)  In no event shall "cashless" exercises of any National Bank
      Option be permitted, nor shall alternative action (ii) of Article VIII of
      the Plan be taken with respect to any National Bank Option, while the
      Office of the Comptroller of the Currency prohibits "cashless" exercises
      of stock options.

      6.10 Awards to Satisfy Obligations under Employment  Agreements
Approved by the Board. Notwithstanding any contrary provision of the Plan other
than Section 6.9, the Committee is expressly authorized to waive any provision
of the Plan which is inconsistent with the terms and conditions relating to an
obligation contained in an employment agreement approved by the Board.


                                   ARTICLE VII
                  Discretionary Stock Options for Directors

      7.1  Grant of Options to  Directors.  Subject to the terms and
provisions of the Plan, Options may be granted to Directors (whether or not
Employees) pursuant to this Article of the Plan 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. All Options granted under this Article of the Plan shall be
Non-Qualified Stock Options.

      7.2  Option Agreement for Director Options. Each Option grant to a
Director shall be evidenced by an Agreement that shall specify the type of
Option granted, the Option Price, 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 Board service, and such other provisions as the Committee shall
determine. The Agreement shall specify that the Option is intended to be a
Non-Qualified Stock Option.


<PAGE> 9

      7.3  Option Price of Director Options. The exercise price per share of
Stock ("Option Price") covered by an Option granted to a Director pursuant to
this Article of the Plan shall be determined by the Committee subject to the
following limitation. The Option Price shall not be less than 100% of the Fair
Market Value of such Stock on the Grant Date.

      7.4  Duration of Director Options. Unless otherwise provided in the
Agreement pursuant to which they are received, each Option granted to a Director
pursuant to this Article of the Plan shall not be exercisable later than ten
years from its Grant Date. Unless otherwise provided in the Agreement pursuant
to which they are received and subject to the limitations of Section 6.9 above,
each Option that is exercisable or that becomes exercisable upon a Director's
termination of membership on the Board will remain exercisable up to the tenth
(10th) anniversary of the Option's Grant Date (or any other regular termination
date provided for in the applicable Agreement).

      7.5  Exercisability of Director Options. Unless otherwise provided in
the Agreement pursuant to which they are received, one-third (1/3rd) of the
Shares in each Option granted to a Director pursuant to this Article of the Plan
shall normally become exercisable on the first, second and third anniversaries
of their Grant Date, and, unless otherwise provided in the Agreement pursuant to
which they are received and subject to the limitations of Section 6.9, each such
Option granted to a Director pursuant to this Article of the Plan shall be
immediately exercisable if the Director's membership on the Board terminates on
account of his death, his retirement in accordance with any Company policy on
mandatory retirement for directors, his permanent and total disability (as such
term is defined in Section 22(e)(3) of the Code) or his failure to be reelected
after requesting to stand for reelection or upon a Change in Control. Options
granted to a Director pursuant to this Article of the Plan shall be subject to
such restrictions and conditions as the Committee shall determine, which need
not be the same for all Directors. Unless otherwise provided in the Agreement
pursuant to which they are received, each Option granted to a Director pursuant
to this Article of the Plan which is not then exercisable shall be forfeited if
the Director's membership on the Board ceases on account of his resignation, his
failure to be reelected for any reason other than due to his unwillingness to
stand for reelection or his removal for cause (as determined by the Committee).

      7.6  Method of Exercise and Other Rules. The provisions of Sections
6.6, 6.7, 6.8 and 6.9 shall be applicable to each Option Award granted to a
Director pursuant to this Article of the Plan.

                                  ARTICLE VIII
                                Change in Control

      In the event of a Change in Control, 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 (subject to the limitations of Section 6.9): (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 (assuming the
Agreement with respect to the Award does not already provide for such
acceleration); (ii) provide for the purchase or settlement of any such Award by
the Company, upon a 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.


<PAGE> 10

                                   ARTICLE IX
                Modification, Extension and Renewal 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 X
             Amendment, Modification and Termination of the Plan

      10.1 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.

      10.2 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 XI
                                   Withholding

      11.1 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 or other employment tax obligation) required by law to be
withheld with respect to any grant, exercise, or payment made under or as a
result of this Plan.

      11.2 Stock Withholding. With respect to withholding required upon the
exercise of Non-Qualified Stock Options 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.


<PAGE> 11

                                   ARTICLE XII
                                   Successors

      12.1 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.

      12.2 Substitute Agreements.  All Options granted by the Bank of
Powhatan, N.A. prior to August 15, 2001 under the Plan for shares of the Common
Stock, $2.50 par value, of the Bank of Powhatan, N.A. have been and shall be
automatically converted to Options for an equivalent number of Shares.
Substitute stock option agreements shall be provided to all Option holders with
respect to Awards granted prior to August 15, 2001.


                                  ARTICLE XIII
                                     General

      13.1 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 as may be
required.

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

      13.3 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.

      13.4  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.

      13.5 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.

      13.6 Required Exercise or Forfeiture of Options by Regulators. All Options
shall automatically be subject to exercise or forfeiture if the Company's
capital falls below its minimum requirements, as determined by its state or
federal primary regulator, and the Company's primary federal regulator so
directs the Company to require such exercise or forfeiture.

Adopted by the Board of Directors:

March 27, 2003