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                                                                   Exhibit 4.3
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                       SOUTHERN FINANCIAL BANCORP, INC.
                     1993 STOCK OPTION AND INCENTIVE PLAN
                       (As Amended and Restated in 2001)


          1.  Plan Purpose.  The purpose of the Plan is to promote the long-term
              ------------
interests of the Institution and its stockholders by providing a means for
attracting and retaining officers and key employees of the Institution and its
Affiliates and members of the Board of Directors of the Institution.  It is
intended that designated Options granted pursuant to the provisions of this Plan
to persons employed on a full-time basis will qualify as Incentive Stock
Options.  Options granted to persons who are not full-time employees will be
Non-Qualified Stock Options.

          2.  Definitions.  The following definitions are applicable to the
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Plan:

              (a) "Affiliate" -- means any "parent corporation" or "subsidiary
corporation" of the Institution as such terms are defined in Section 424(e) and
(f), respectively, of the Code.

              (b) "Automatic Award Date" -- means the first business day after
the first meeting of the Board of Directors of the Institution following each
annual meeting of stockholders of the Institution during the term of the Plan.

              (c) "Automatic Option" -- means a Non-Qualified Stock Option
automatically granted to a Non-Employee Director pursuant to Section 6A hereof.

              (d) "Award" -- means the grant of an Automatic Option, Incentive
Stock Option, Non-Qualified Stock Option, or Restricted Stock, or any
combination thereof, as provided in the Plan.

              (e) "Code" - means the Internal Revenue Code of 1986, as amended.

              (f) "Committee" - means the Committee referred to in Section 3
hereof.

              (g) "Continuous Service" -- means (i) with respect to Automatic
Options awarded for service as a Director, continuous service as a Director or
(ii) in the case of all other Options, the absence of any interruption or
termination of service as an officer or employee of the Institution or an
Affiliate, except that when used with respect to persons granted an Incentive
Stock Option shall mean the absence of any interruption or termination of
service as a full-time employee of the Institution or an Affiliate.  Service as
an officer or employee of the Institution or an Affiliate shall not be
considered interrupted in the case of sick leave, military leave or any other
leave of absence approved by the Institution or in the case of transfers between
payroll locations of the Institution or between payroll locations of the
Institution, its parent, its subsidiaries or its successor.

              (h) "Disinterested Persons" -- means those Directors who are "non-
employee directors" as defined in Rule 16b-3, as amended, under the Securities
Exchange Act of 1934.
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          (i) "Director" -- means any person who is a member of the Board of
Directors of the Institution.

          (j) "Employee" -- means any person (other than a Non-Employee
Director), including an officer, who is employed by the Institution or any
Affiliate. The term "Employee" is not intended to include a person whose sole
position with respect to the Institution or any Affiliate is that of a Director.

          (k) "Exercise Price" -- means the price per Share at which the Shares
subject to an Option may be purchased upon the exercise of such Option.

          (l) "Incentive Stock Option" -- means an option to purchase Shares
granted by the Committee pursuant to Section 6 hereof which is subject to the
limitations and restrictions of Section 8 hereof and is intended to qualify
under Section 422 of the Code.

          (m) "Institution" -- means Southern Financial Bancorp, Inc., a
Virginia corporation.

          (n) "Market Value" -- means the average of the high and low quoted
sales price on the date in question (or, if there is no reported sale on such
date, on the last preceding date on which any reported sale occurred) of a Share
on the Composite Tape for the New York Stock Exchange--Listed Stocks, or, if on
such date the Shares are not quoted on the Composite Tape, on the New York Stock
Exchange, or, if the Shares are not listed or admitted to trading on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which the Shares are listed or admitted
to trading, or, if the Shares are not listed or admitted to trading on any such
exchange, the mean between the closing high bid and low asked quotations with
respect to a Share on such date on the National Association of Securities
Dealers, Inc., Automated Quotations System, or any similar system then in use,
or, if no such quotations are available, the fair market value on such date of a
Share as the Committee shall determine.

          (o) "Non-Employee Director" -- means an individual who is a Director
and who is not an employee of the Institution or any Affiliate on the applicable
Automatic Award Date.

          (p) "Non-Qualified Stock Option" -- means an option to purchase Shares
granted by the Committee pursuant to Section 6 hereof or an option to purchase
Shares granted pursuant to Section 6A hereof, which options are not intended to
qualify under Section 422 of the Code.

          (q) "Option" -- means an Incentive Stock Option or a Non-Qualified
Stock Option.

          (r) "Participant" -- means any officer or key employee of the
Institution or any Affiliate who is selected by the Committee to receive an
Award and any Director who receives an Automatic Award.

          (s) "Plan" -- means the 1993 Stock Option and Incentive Plan of the
Institution.

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          (t) "Restricted Period" -- means the period of time selected by the
Committee for the purpose of determining when restrictions are in effect under
Section 9 hereof with respect to Restricted Stock awarded under the Plan.

          (u) "Restricted Stock" -- means Shares which have been contingently
awarded to a Participant by the Committee subject to the restrictions referred
to in Section 9 hereof, so long as such restrictions are in effect.

          (v) "Shares" -- means the shares of common stock, par value $.01 per
share, of the Institution.

     3.   Administration.  The Plan shall be administered by a Committee
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consisting of three or more members, each of whom shall be a Disinterested
Person.  The members of the Committee shall be appointed by the Board of
Directors of the Institution. Except as limited by the express provisions of the
Plan, the Committee shall have sole and complete authority and discretion to (i)
select Participants and grant Awards; (ii) determine the number of Shares to be
subject to types of Awards generally, as well as to individual Awards granted
under the Plan; (iii) determine the terms and conditions upon which Awards shall
be granted under the Plan; (iv) prescribe the form and terms of instruments
evidencing such grants; (v) establish from time to time regulations for the
administration of the Plan; (vii) interpret the Plan; and (vii) make all
determinations deemed necessary or advisable for the administration of the Plan.
The Committee may maintain, and update from time to time as appropriate, a list
designating persons as Disinterested Persons. The purpose of such list shall be
to evidence the status of such individuals as Disinterested Persons, and the
Board of Directors may appoint to the Committee any individual actually
qualifying as a Disinterested Person, regardless of whether identified as such
on said list.

     A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting, shall
be acts of the Committee.

     4.   Participants.  The Committee may select from time to time
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Participants (other than Non-Employee Directors) in the Plan from those officers
and key employees (other than Disinterested Persons) of the Institution or its
Affiliates who, in the opinion of the Committee, have the capacity for
contributing in a substantial measure to the successful performance of the
Institution or its Affiliates.

     Non-Employee Directors who receive Automatic Awards under the Plan
pursuant to Article 6A shall automatically be Participants.

     5.   Shares Subject to Plan. Subject to adjustment by the operation of
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Section 10 hereof, the maximum number of Shares with respect to which Awards may
be made under the Plan is 481,000.  The Shares with respect to which Awards may
be made under the Plan may either be authorized and unissued shares or unissued
shares heretofore or hereafter reacquired and held as treasury shares.  An Award
shall not be considered to have been made under the Plan with respect to any
Option which terminates or with respect to Restricted Stock which is forfeited,
and new Awards may be granted under the Plan with respect to the number of
Shares as to which such termination or forfeiture has occurred.

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          6.   General Terms and Conditions of Options. The Committee shall have
               ---------------------------------------
full and complete authority and discretion, except as expressly limited by the
Plan, to grant Options and to provide the terms and conditions (which need not
be identical among Participants) thereof. In particular, the Committee shall
prescribe the following terms and conditions: (i) the Exercise Price of any
Option, which shall not be less than the Market Value per Share at the date of
grant of such Option, (ii) the number of Shares subject to, and the expiration
date of, any Option, which expiration date shall not exceed ten years from the
date of grant, (iii) the manner, time and rate (cumulative or otherwise) of
exercise of such Option, provided, however, that except as otherwise specified
in the Plan, no Option shall be exercisable prior to the expiration of one year
from the date of grant, and (iv) the restrictions, if any, to be placed upon
such Option or upon Shares which may be issued upon exercise of such Option. The
Committee may, as a condition of granting any Option, require that a Participant
agree not to thereafter exercise one or more Options previously granted to such
Participant.

          6A.  Automatic Options.  On each Automatic Award Date occurring after
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the effective date of this amendment and restatement of the Plan, each Non-
Employee Director will automatically receive an Award of an Automatic Option for
1,000 Shares, or such lesser number as the Committee may determine from time to
time for Non-Employee Directors as a whole or for any Non-Employees Directors.

          The Exercise Price of Automatic Options shall be 100% of the Market
Value on the Automatic Award Date.

          Unless otherwise provided by the Committee in the applicable
instrument or instruments evidencing the grant of Automatic Options, the
expiration date of each Automatic Option shall be ten years from its Automatic
Award Date, and each Automatic Option shall become exercisable on the first
anniversary of its Automatic Award Date, provided that an Automatic Option shall
be immediately exercisable to the extent otherwise specified in the Plan.

          7.   Exercise of Options.
               -------------------

               (a) An Option granted under the Plan shall be exercisable during
the lifetime of the Participant to whom such Option was granted only by such
Participant, and except as provided in paragraphs (c) and (d) of this Section 7,
no such Option may be exercised unless at the time such Participant exercises
such Option, such Participant has maintained Continuous Service since the date
of grant of such Option.

               (b) To exercise an Option under the Plan, the Participant to whom
such Option was granted shall give written notice to the Institution in form
satisfactory to the Committee (and, if partial exercises have been permitted by
the Committee, by specifying the number of Shares with respect to which such
Participant elects to exercise such Option) together with full payment of the
Exercise Price, if any and to the extent required. The date of exercise shall be
the date on which such notice is received by the Institution. Payment, if any is
required, shall be made either (i) in cash (including check, bank draft or money
order) or (ii) if permitted by the Committee, by delivering (A) Shares already
owned by the Participant and having a fair market value equal to the applicable
Exercise Price, such fair market value to be determined in such appropriate
manner as may be provided by the Committee or as may be required in order to
comply with or to conform to requirements of any applicable laws or regulations,
or (B) a combination of cash and such Shares.

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          (c) If a Participant to whom an Option was granted shall cease to
maintain Continuous Service for any reason (including total and partial
disability and normal and early retirement, but excluding death and termination
of employment by the Institution or any Affiliate or service as a Director, as
the case may be, for cause) such Participant may but only within the period of
three months immediately succeeding such cessation of Continuous Service and in
no event after expiration date of such Option, exercise such Option to the
extent that such Participant was entitled to exercise such Option at the date of
such cessation, provided, however, that such right of exercise after cessation
of Continuous Service shall not be available to a Participant if the Committee
otherwise determines and so provides in the applicable instrument or instruments
evidencing the grant of such Option.  If the Continuous Service of a Participant
to whom an Option was granted by the Institution is terminated for cause, all
rights under any Option of such Participant shall expire immediately upon the
giving to the Participant of notice of such termination.

          (d) In the event of the death of a Participant while in the Continuous
Service of the Institution or an Affiliate or within the three month period
referred to in paragraph (c) of this Section 7, the person to whom any Option
held by the Participant at the time of his death is transferred by will or by
the laws of descent and distribution may exercise such Option or right at any
time within a period of one year succeeding the date of death of such
Participant, but only to the extent such Participant was entitled to exercise
such Option immediately prior to his death and in no event later than ten years
from the date of grant of such Option. Following the death of any Participant to
whom an Option was granted under the Plan, the Committee may, as an alternative
means of settlement of such Option, elect to pay to the person to whom such
Option is transferred by will or by the laws of descent and distribution the
amount by which the Market Value per Share on the date of exercise of such
Option shall exceed the Exercise Price of such Option, multiplied by the number
of Shares with respect to which such Option is properly exercised. Any such
settlement of an Option shall be considered an exercise of such Option for all
purposes of the Plan.

     8.   Incentive Stock Options. Incentive Stock Options may be granted
          -----------------------
only to Participants who are Employees. Any provision of the Plan to the
contrary notwithstanding, (i) no Incentive Stock Option shall be granted more
than ten years from the date the Plan is adopted by the Board of Directors of
the Institution and no Incentive Stock Option shall be exercisable more than ten
years from the date such Incentive Stock Option is granted, (ii) the Exercise
Price of any Incentive Stock Option shall not be less than the Market Value per
Share on the date such Incentive Stock Option is granted, (iii) any Incentive
Stock Option shall not be transferable by the Participant to whom such Incentive
Stock Option is granted other than by will or the laws of descent and
distribution and shall be exercisable during such Participant's lifetime only by
such Participant, (iv) no Incentive Stock Option shall be granted to any
individual who, at the time such Incentive Stock Option is granted, owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Institution or Affiliate unless the Exercise Price of
such Incentive Stock Option is at least 110 percent of the Market Value per
Share at the date of grant and such Incentive Stock Option is not exercisable
after the expiration of five years from the date such Incentive Stock Option is
granted, and (v) the aggregate Market Value (determined as of the time any
Incentive Stock Option is granted) of the Shares with respect to which Incentive
Stock Options are exercisable for the first time by a Participant in any
calendar year shall not exceed $100,000.

     9.  Terms and Conditions of Restricted Stock. The Committee shall have
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full and complete authority, subject to the limitations of the Plan, to grant
awards of Restricted Stock to Participants other than Non-Employee Directors
and, in addition to the terms and conditions

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contained in paragraphs (a) through (f) of this Section 9, to provide such other
terms and conditions (which need not be identical among Participants) in respect
of such Awards, and the vesting thereof, as the Committee shall determine and
provide in the agreement referred to in paragraph (d) of this Section 9.

          (a) At the time of an award of Restricted Stock, the Committee shall
establish for each Participant a Restricted Period during which or at the
expiration of which, as the Committee shall determine and provide, in the
agreement referred to in paragraph (d) of this Section 9, the shares awarded and
Restricted Stock shall vest and subject to any other terms and conditions as the
Committee shall provide shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered by the Participant, except as
hereinafter provided, during the Restricted Period. Except for such
restrictions, and subject to paragraphs (c), (d) and (e) of this Section 9 and
Section 10 hereof, the Participant as owner of such shares shall have all the
rights of a stockholder including but not limited to the right to receive all
dividends paid on such shares and the right to vote such shares. The Committee
shall have the authority, in its discretion, to accelerate the time at which any
or all of the restrictions shall lapse with respect to any shares of Restricted
Stock prior to the expiration of the Restricted Period with respect thereto, or
to remove any or all of such restrictions, whenever it may determine that such
action is appropriate by reason of changes in applicable tax or other laws or
other changes in circumstances occurring after the commencement of such
Restricted Period.

          (b) Except as provided in Section 12 hereof, if a Participant ceases
to maintain Continuous Service for any reason (other than death, total or
partial disability or normal or early retirement) unless the Committee shall
otherwise determine and provide in the agreement referred to in paragraph (d) of
this Section 9, all shares of Restricted Stock theretofore awarded to such
Participant and which at the time of such termination of Continuous Service are
subject to the restrictions imposed by paragraph (a) of this Section 9 shall
upon such termination of Continuous Service be forfeited and returned to the
Institution.  Unless the Committee shall have provided in the agreement referred
to in paragraph (d) of this Section 9 for a ratable lapse of restrictions with
respect to an award of shares of Restricted Stock during the Restricted Period,
if a Participant ceases to maintain Continuous Service by reason of death, total
or partial disability or normal or early retirement, such portion of such shares
of Restricted Stock awarded to such Participant which at the time of such
termination of Continuous Service are subject to the restrictions imposed by
paragraph (a) of this Section 9 as shall be equal to the portion of the
Restricted Period with respect to such shares which shall have elapsed at the
time of such termination of Continuous Service shall be free of restrictions and
shall not be forfeited.

          (c) Each certificate issued in respect of shares of Restricted Stock
awarded under the Plan shall be registered in the name of the Participant and
deposited by the Participant, together with a stock power endorsed in blank,
with the Institution and shall bear the following (or a similar) legend:

          "The transferability of this certificate and the shares of stock
          represented hereby are subject to the terms and conditions (including
          forfeiture) contained in the 1993 Stock Option and Incentive Plan of
          Southern Financial Federal Bancorp, Inc. and an Agreement entered into
          between the registered owner and Southern Financial Bancorp, Inc.
          Copies of such Plan and Agreement are on file in the Office of

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          the Secretary of Southern Financial Bancorp, Inc., 37 E. Main Street,
          Warrenton, Virginia 22186."

          (d) At the time of an award of shares of Restricted Stock, the
Participant shall enter into an Agreement with the Institution in a form
specified by the Committee, agreeing to the terms and conditions of the award
and such other matters as the Committee shall in its sole discretion determine.

          (e) At the time of an award of shares of Restricted Stock, the
Committee may, in its discretion, determine that the payment to the Participant
of dividends declared or paid on such-shares by the Institution or specified
portion thereof, shall be deferred until the earlier to occur of (i) the lapsing
of the restrictions imposed under paragraph (a) of this Section 9 or (ii) the
forfeiture of such shares under paragraph (b) of this Section 9, and shall be
held by the Institution for the account of the Participant until such time. In
the event of such deferral, there shall be credited at the end of each year (or
portion thereof) interest on the amount of the account at the beginning of the
year at a rate per annum as the Committee, in its discretion, may determine.
Payment of deferred dividends, together with interest accrued thereon as
aforesaid, shall be made upon the earlier to occur of the events specified in
(i) and (ii) of the immediately preceding sentence.

          (f) At the expiration of the restrictions imposed by paragraph (a) of
this Section 9, the Institution shall redeliver to the Participant (or where the
relevant provision of paragraph (b) of this Section 9 applies in the case of a
deceased Participant, to his legal representative, beneficiary or heir) the
certificate(s) of stock power deposited with its pursuant to paragraph (c) of
this Section 9 and the Shares represented by such certificate(s) shall be free
of the restrictions referred to in paragraph (a) of this Section 9.

     10.  Adjustments Upon Changes in Capitalization.  In the event of any
          ------------------------------------------
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Institution, the maximum aggregate number
of class of shares as to which Awards may be granted under the Plan and the
number and class of shares with respect to which Awards theretofore have been
granted under the Plan shall be appropriately adjusted by the Committee, whose
determination shall be conclusive.  Any shares of stock or other securities
received, as a result of any of the foregoing, by a Participant with respect to
Restricted Stock shall be subject to the same restrictions and the
certificate(s) or other instruments representing or evidencing such shares or
securities shall be legended and deposited with the Institution in the manner
provided in Section 9 hereof.

     11.  Effect of Merger on Options. In the case of any merger, consolidation
          ---------------------------
or combination of the Institution (other than a merger, consolidation or
combination in which the Institution is the continuing entity and which does not
result in the outstanding Shares being converted into or exchanged for different
securities, cash or other property, or any combination thereof), any Participant
to whom an Option has been granted under the Plan shall have the right (subject
to the provisions of the Plan and any limitation applicable to such Option),
thereafter and during the term of each such Option, to receive different
securities, cash or other property, or any combination thereof, any Participant
to whom an Option has been granted under the Plan shall have the right (subject
to the provisions of the Plan and any limitation applicable to such Option),
thereafter and during the term of each such Option, to receive upon exercise of
any Option an

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amount equal to the excess of the fair market value on the date of such exercise
of the securities, cash or other property, or combination thereof, receivable
upon such merger, consolidation or combination in respect of a Share over the
Exercise Price of such Option, multiplied by the number of Shares with respect
to which such Option shall have been exercised. Such amount may be payable fully
in cash, fully in one or more of the kind or kinds of property payable in such
merger, consolidation or combination, or partly in cash and partly in one or
more such kind or kinds of property, all in the discretion of the Committee.

     12.  Effect of Change in Control. Each of the events specified in the
          ---------------------------
following clauses (i) through (iii) of this Section 12 shall be deemed a "change
in control": (i) any third person, including a "group" as defined in Section
13(d) (3) of the Securities Exchange Act of 1934, shall become the beneficial
owner of shares of the Institution with respect to which 25% or more of the
total number of votes for the election of the Board of Directors of the
Institution may be cast, (ii) as a result of, or in connection with, any cash
tender offer, exchange offer, merger or other business combination, sale of
assets or contested election, or combination of the foregoing, the persons who
were directors of the Institution shall cease to constitute a majority of the
Board of Directors of the Institution or (iii) the shareholders of the
Institution shall approve an agreement providing either for a transaction in
which the Institution will cease to be an independent publicly owned entity or
for a sale or other disposition of all or substantially all the assets of the
Institution; provided, however, that the occurrence of any such events shall not
be deemed a "change in control" if, prior to such occurrence, a resolution
specifically approving such occurrence shall have been adopted by at least a
majority of the Board of Directors of the Institution.  If the Continuous
Service of any Participant of the Institution or any Affiliate is involuntarily
terminated, for whatever reason, at any time within eighteen months after a
change in control, unless the Committee shall have otherwise provided in the
agreement referred to in paragraph (d) of Section 9 hereof, any Restricted
Period with respect to Restricted Stock theretofore awarded to such Participant
shall lapse upon such termination and all Shares awarded as Restricted Stock
shall become fully vested in the Participant to whom such Shares were awarded.
If a tender offer or exchange offer for Shares (other than such an offer by the
Institution) is commenced, or if the event specified in clause (iii) above shall
occur, unless the Committee shall have otherwise provided in the instrument
evidencing the grant of an Option, all Options theretofore granted and not fully
exercisable shall become exercisable in full upon the happening of such event
and shall remain so exercisable in accordance with their terms; provided,
however, that no Option shall be exercisable by a director or officer of the
Institution within six months of the date of grant of such Option and no Option
which has previously been exercised or otherwise terminated shall become
exercisable.

     13.  Assignment and Transfers. No Award nor any right or interest of a
          ------------------------
Participant under the Plan in any instrument evidencing any Award under the Plan
may be assigned, encumbered or transferred except, in the event of the death of
a Participant, by will or the laws of descent and distribution.

     14.  Rights under the Plan. No officer, key employee or Non-Employee
          ---------------------
Director shall have a right to be selected as a Participant nor, having been so
selected, to be selected again as a Participant and no officer, employee, Non-
Employee Director or other person shall have any claim or right to be granted an
Award under the Plan or under any other incentive or similar plan of the
Institution or any Affiliate. Neither the Plan nor any action taken thereunder
shall be construed as giving any employee any right to be retained in the
employee of the Institution or any Affiliate or any Non-Employee Director to
continue to serve as a Director.

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     15.  Delivery and Registration of Stock. The Institution's obligation to
          ----------------------------------
deliver Shares with respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provision of the Securities Act of 1933 or any other Federal, state or local
securities legislation. It may be provided that any representation requirement
shall become inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under such Securities Act or
other securities legislation. The Institution shall not be required to deliver
any Shares under the Plan prior to (i) the admission of such shares to listing
on any stock exchange or system on which Shares may then be listed, and (ii) the
completion of such registration or other qualification of such Shares under any
state or Federal law, rule or regulation, as the Committee shall determine to be
necessary or advisable.

     This Plan is intended to comply with Rule 16b-3 under the Securities
Exchange Act of 1934. Any provision of the Plan which is inconsistent with said
Rule shall, to the extent of such inconsistency, be inoperative and shall not
affect the validity of the remaining provisions of the Plan.

     16.  Withholding Tax.  Upon the termination of the Restricted Period with
          ---------------
respect to any shares of Restricted Stock (or at any such earlier time, if any,
that an election is made by the Participant under Section 83(b) of the Code, or
any successor provision thereto, to include the value of such shares in taxable
income), the Institution shall have the right to require the Participant or
other person receiving such shares to pay the Institution the amount of any
taxes which the Institution is required to withhold with respect to such shares
or, in lieu thereof, to retain, or sell without notice, a sufficient number of
shares held by it to cover the amount required to be withheld. The Institution
shall have the right to deduct from all dividends paid with respect to shares of
Restricted Stock the amount of any taxes which the Institution is required to
withhold with respect to such dividend payments.

     Where a Participant or other person is entitled to receive Shares pursuant
to the exercise of an Option pursuant to the Plan, the Institution shall have
the right to require the Participant or such other person to pay the Institution
the amount of any taxes which the Institution is required to withhold with
respect to such Shares, or, in lieu thereof, to retain, or sell without notice,
a number of such Shares sufficient to cover the amount required to be withheld.

     17.  Amendment or Termination.  The Board of Directors of the Institution
          ------------------------
may amend, suspend or terminate the Plan or any portion thereof at any time, but
(except as provided in Section 10 hereof) no amendment shall be made without
approval of the stockholders of the Institution which shall (i) materially
increase the aggregate number of Shares with respect to which Awards may be made
under the Plan, (ii) materially increase the benefits accruing to Participants
under the Plan or (iii) change the class of persons eligible to participate in
the Plan; provided, however, that no such amendment, suspension or termination
shall impair the rights of any Participant, without his consent, in any Award
theretofore made pursuant to the Plan.

     18.  Effective Date and Term of Plan.  The Plan became effective upon its
          -------------------------------
adoption by the Board of Directors of Southern Financial Federal Savings Bank on
August 18, 1993, subject to ratification by vote of the holders of a majority of
the outstanding shares of the Institution entitled to vote on the adoption of
the Plan, which ratification occurred on September 29, 1993.  It shall

                                      -9-
<PAGE>

continue in effect for a term of ten years from its effective date unless sooner
terminated under Section 17 hereof. The Plan was assumed by the Institution in
1995 in connection with its formation as a holding company for Southern
Financial Federal Savings Bank.

     19.  Effective Date of This Amendment and Restatement of Plan. This
          --------------------------------------------------------
amendment and restatement of the Plan shall become effective upon its adoption
by the Board of Directors of the Institution and its approval by vote of the
holders of a majority of the outstanding shares of the Institution entitled to
vote on such approval.

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