Exhibit A 1998 Stock Incentive Plan

                              PAGE BANKSHARES, INC.
                            1998 STOCK INCENT1VE PLAN


1. PURPOSE        PAGE   BANKSHARES,   INC.,  a  Virginia   corporation   (the
                  "Company"),  wishes to recruit, reward, and retain employees
                  and outside  directors.  To further  these  objectives,  the
                  Company  hereby sets forth the Page  Bankshares,  Inc.  1998
                  Stock   Incentive  Plan  (the  "Plan")  to  provide  options
                  ("Options" or "Awards") to employees  and outside  directors
                  with  respect to shares of the  Company's  common stock (the
                  "Common  Stock").  The Plan is effective as of the effective
                  date (the "Effective Date") subject to shareholder  approval
                  of the Plan within one year of the Effective Date.

2. PARTICIPANTS   All  employees of the Company and any Eligible  Subsidiaries
                  (as defined in Section 16) are  eligible  for Options  under
                  the Plan,  as are the  directors  of the Company who are not
                  employees  ("Eligible  Directors").  Eligible  employees and
                  directors  become  "optionees"  or  "participants"  when the
                  Administrator  grants  them an option  under  the Plan.  The
                  term  "participant"  also  includes,  where  appropriate,  a
                  person  authorized  to  exercise  an  Award  in place of the
                  original optionee.)

                  Employee as such term is used in the Plan means any person
                  employed as a common law employee of the Company or an
                  Eligible Subsidiary.

3.ADMINISTRATOR   The Administrator will be the Board of Directors
                  of the Company, unless the Board delegates its duties to a
                  committee of the Board composed solely of two or more
                  Non-Employee Directors, as "Non-Employee Director" is
                  defined by Rule 16b-3 promulgated by the Securities and
                  Exchange Commission pursuant to the Securities. Exchange Act
                  of 1934 (the "Exchange Act").

                  The Administrator is responsible for the general operation and
                  administration of the Plan and for carrying out its provisions
                  and has full discretion in interpreting and administering the
                  provisions of the Plan. Subject to the express provisions of
                  the Plan, the Administrator may exercise such powers and
                  authority of the Board as the Administrator may find necessary
                  or appropriate to carry out its functions. The Administrator
                  may delegate its functions (other than those described in
                  Section 4) to officers or other employees of the Company.

                  The Administrator's powers will include, but not be limited to
                  the power to amend, waive, or extend any provision or
                  limitation of any Award. The Administrator may act through
                  meetings of a majority of its members or by unanimous consent.


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4. GRANTING OF    Subject to the terms of the Plan, the Administrator will,
   AWARDS         in its sole discretion, determine

                     the participants who receive Awards,

                     the terms and restrictions if any, of such Awards,

                     the schedule for exercisability or nonforfeitability
                     (including any requirements that the participant or the
                     Company satisfy performance criteria).

                     the time and conditions for expiration of the Award, and

                     the form of payment due upon  exercise  of the Award,  if
                     any.

                  The Administrator's determinations under the Plan need not be
                  uniform  and need not  consider  whether  possible
                  participants are similarly situated.

                  Options granted to employees may be nonqualified stock options
                  ("NQSOs") or "incentive stock options" ("ISOs") within the
                  meaning of Section 422 of the Internal Revenue Code of 1986,
                  as amended from time to time (the "Code"), or the
                  corresponding provision of any subsequently enacted tax
                  statute. Options granted to Eligible Directors must be NQSOs.

   SUBSTITUTIONS  The Administrator may also grant Awards in substitution for
                  options held by individuals who become employees of the
                  Company or of an Eligible Subsidiary as a result of the
                  Company's acquiring or merging with the  individual's
                  employer or acquiring its assets. If necessary to conform the
                  Awards to the interests for which they are substitutes, the
                  Administrator may grant substitute Awards under terms and
                  conditions that vary from those the Plan otherwise requires.

5. DIRECTOR       Each Eligible Director will receive an Option ("Formula
   FORMULA        Option") as of the Effective Date with respect to 50
   OPTION         shares of Common Stock.  Each Eligible  Director  serving on
                  the Board at each  annual  meeting of the  Company's
                  shareholders (beginning with the meeting at least six months
                  after the Effective Date) will receive a Formula Option as of
                  that meeting with respect to 50 shares of Common Stock.

   EXERCISE       Each Formula Option will vest and become exercisable as
   SCHEDULE       to 100% of the covered  shares on the first  anniversary  of
                  its Date of Grant (as defined below). Options will be
                  forfeited to the extent they are not then vested and
                  exercisable if a director resigns, fails to be reelected as a
                  director, dies or becomes disabled.

6. DATE OF GRANT  The Date of Grant will be the date as of which
                  the Plan or the Administrator grants an Award to a
                  participant, as specified in the Plan or in the
                  Administrator's minutes.


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7.EXERCISE PRICE  The Exercise Price is the value of the
                  consideration that a participant must provide in exchange for
                  one share of Common Stock. The Administrator will determine
                  the Exercise Price under each Award and may set the Exercise
                  Price without regard to the Exercise Price of any other Awards
                  granted at the same or any other time. The Company may use the
                  consideration it receives from the participant for general
                  corporate purposes.

                  The Exercise Price per share may not be less than 100% of the
                  Fair Market Value (on the Date of Grant) of a share of Common
                  Stock covered by the Option; provided, however, that if the
                  Administrator decides to grant an ISO to someone covered by
                  Sections 422(b)(6) and 424(d) of the Code (more-than-10% stock
                  owner), the Exercise Price of the Option must be at least 110%
                  of the Fair Market Value (on the Date of Grant). In no event,
                  however, may any Options be granted for an Exercise Price per
                  share less than the book value per share of Common Stock as
                  shown on the Company's last published financial statement
                  prior to the Date of Grant.

   FAIR MARKET    Fair Market Value of a share of Common Stock for purposes of
   VALUE          the Plan will be determined as follows:

                     If the Common Stock is traded on a national securities
                     exchange, the closing sale price on that date;

                     If the Common  Stock is not traded on any such  exchange,
                     the  closing  sale  price  as  reported  by the  National
                     Association  of  Securities   Dealers,   Inc.   Automated
                     Quotation System ("Nasdaq") for such date;

                     If no such closing sale price information is available, the
                     average of the closing bid and asked prices as reported by
                     Nasdaq for such date; or

                     If there are no such closing bid and asked prices, the
                     average of the closing bid and asked prices as reported by
                     any other commercial service for such date.

                  For any date that is not a trading day, the Fair Market Value
                  of a share of Common Stock for such date shall be determined
                  by using the closing sale price or the average of the closing
                  bid and asked prices, as appropriate, for the immediately
                  preceding trading day.

                  The Fair Market Value for Options granted under the Plan
                  before the Company completes its self-tender offer for shares
                  of its Common Stock, which will commence on or about July ___
                  1998 (the "Tender Offer"), will be deemed equal to the price
                  offered by the Company in the Tender Offer.


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8.EXERCISABILITY  The Administrator will determine the times and
                  conditions for exercise of or purchase under each Award but
                  may not extend the period for exercise beyond the tenth
                  anniversary of its Date of Grant (or five years for ISOs
                  granted to 10% owners covered by Code Sections 422(b)(6) and
                  424(d)).

                  Awards will become exercisable at such times and in such
                  manner as the Administrator  determines and the Award
                  Agreement, if any, indicates; provided, however, that the
                  Administrator may, on such terms and conditions as it
                  determines appropriate, accelerate the time at which the
                  participant may exercise any portion of an Award.

                  If the Administrator does not specify otherwise, Options
                  (other than Formula Options) will become exercisable as to
                  (25%) of the covered shares on each of the first through
                  fourth anniversaries of the Date of Grant.

                  No portion of an Award that is  unexercisable  at a
                  participant's termination of employment will thereafter become
                  exercisable, unless the Award Agreement provides otherwise,
                  either initially or by amendment.

   CHANGE OF      Upon a Change of Control (as defined below), all Options
   CONTROL        will  become  fully  exercisable;  provided,  however,  such
                  acceleration will not occur if it would render unavailable
                  "pooling of interest" accounting for any reorganization,
                  merger or consolidation of the Company, unless the Board
                  determines otherwise. A Change of Control for this purpose
                  means the occurrence of any one or more of the following
                  events, unless otherwise determined by the Administrator at or
                  after grant of Awards, but prior to the occurrence of such
                  Change in Control:

                  a) a person, entity, or group (other than the Company, any
                     Company subsidiary, any Company benefit plan, or any
                     underwriter temporarily  holding  securities for an
                     offering of such securities) acquires ownership of more
                     than 25% of the undiluted total voting power of the
                     Company's then-outstanding securities eligible to vote to
                     elect  members  of the Board  ("Company  Voting
                     Securities") without  the consent of the Board of
                     Directors;

                  b) the  individuals  (A) who  constitute the Board of
                     Directors of the Company on the Effective Date of the Plan
                     (the "Original Director") or (B) who thereafter are elected
                     to the Board and whose election, or nomination for
                     election, to the Board was approved by a vote of at least
                     two-thirds (2/3) of the Original Directors then still in
                     office (such directors becoming "Additional Original
                     Directors"  immediately  following  their
                     election) or (C) who are elected to the Board and whose
                     election, or nomination for election, to the Board was
                     approved by a vote of at least two-thirds (2/3) of the
                     Original Directors and Additional Original Directors then
                     still in office (such directors also becoming "Additional
                     Original Directors" immediately following their election)
                     cease for any reason to constitute a majority of the
                     members of the Board;


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                  c) consummation of a merger or consolidation of the Company
                     into any other entity, unless the holders of the Company
                     Voting Securities outstanding immediately before such
                     consummation together  with any  trustee or other
                     fiduciary holding securities under a Company benefit plan,
                     hold securities that represent immediately after such
                     merger or  consolidation at least 75% of the combined
                     voting power of the then outstanding voting securities of
                     either the Company of the other surviving entity or its
                     parent; or

                  d) the shareholders of the Company approve (i) a plan of
                     complete liquidation or dissolution of the Company or (ii)
                     an agreement for the Company's sale or disposition of all
                     or substantially all the Company's assets, (i.e, 50% or
                     more of the total assets of the Company) and such
                     liquidation, dissolution,  sale, or  disposition is
                     consummated.

                  The provisions of Section 15 of the Plan will also apply if
                  the Change of Control is a Substantial Corporate Change (as
                  defined in Section 15).

9. LIMITATION ON  An Option granted to an employee will be an ISO only to
   ISOs           the extent that the aggregate Fair Market Value  (determined
                  at the Date of Grant) of the stock with respect to which ISOs
                  are exercisable for the first time by the optionee during any
                  calendar year (under the Plan and all other plans of the
                  Company and its subsidiary corporations, within the meaning of
                  Code Section 422(d)), does not exceed $100,000. This
                  limitation will be applied by taking Options into account in
                  the order in which such Options were granted. If, by design or
                  operation, the Option exceeds this limit, the excess will be
                  treated as an NQSO.

10.METHOD OF      To exercise any exercisable portion of an Award, the
   EXERCISE       participant must:

                  Deliver a written notice of exercise to the Secretary of the
                  Company (or to whomever the Administrator designates), in a
                  form complying with any rules the Administrator may issue,
                  signed by the participant, and specifying the number of shares
                  of Common Stock underlying the portion of the Award the
                  participant is exercising;

                  Pay the full Exercise Price. if any, by cashier's or certified
                  check for the shares of Common Stock with respect to which the
                  Award is being  exercised,  unless  the Administrator
                  consents to another form of payment (which could include
                  Common Stock or other property); and

                  Deliver to the Administrator such  representations and
                  documents as the Administrator, in its sole discretion, may
                  consider necessary or advisable.


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                  Payment in full of the Exercise Price need not accompany the
                  written notice of exercise provided the notice directs that
                  the stock certificates for the shares issued upon the exercise
                  be delivered to a licensed broker acceptable to the Company as
                  the agent for the individual exercising the option and at the
                  time the stock certificates are delivered to the broker, the
                  broker will tender to the Company cash or cash equivalents
                  acceptable to the Company and equal to the Exercise Price.

                  If the Administrator agrees to payment through the tender to
                  the Company of shares of Common Stock, the individual must
                  have held the stock being tendered for at least six months at
                  the time of surrender. Shares of stock offered as payment will
                  be valued, for purposes of determining the extent to which the
                  participant has paid the Exercise Price, at their Fair Market
                  Value on the date of exercise.

11.AWARD          No one may exercise an Award more than ten years after
   EXPIRATION     its Date of Grant (or five  years,  for an ISO  granted to a
                  more-than-10%  shareholder).   Unless  the  Award  Agreement
                  provides  otherwise.  either  initially or by amendment,  no
                  one may exercise an Award after the first to occur of:

   EMPLOYMENT     The 90th day after the date of termination of employment
   TERMINATION    (other than for death or disability),  where  termination of
                  employment means the time when the employer-employee or other
                  service-providing relationship between the employee and the
                  Company ends for any reason, including retirement. Unless the
                  Award Agreement provides otherwise, termination of employment
                  does not include instances in which the Company immediately
                  rehires a common law employee as an independent contractor.
                  The Administrator, in its sole discretion, will  determine
                  all questions of whether particular terminations  or
                  leaves  of  absence  are terminations of
                  employment. Notwithstanding the foregoing, if the
                  Administrator determines that the participant's termination of
                  employment was for cause, all unexercised Awards held by the
                  participant shall immediately terminate.

   DISABILITY     For disability,  the earlier of (i) the first anniversary of
                  the  participant's  termination of employment for disability
                  and (ii)  thirty (30) days after the  participant  no longer
                  has a disability,  where "disability" means the inability to
                  engage in any substantial  gainful activity by reason of any
                  medically  determinable  physical or mental  impairment that
                  can be  expected  to result  in death or that has  lasted or
                  can be expected to last for a continuous  period of not less
                  than twelve months; or


   DEATH          The date twelve months after the participant's death.


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                  If exercise is permitted after termination of employment, the
                  Award will nevertheless expire as of the date that the former
                  service provider  violates any covenant not to compete in
                  effect between the Company and the former employee. In
                  addition, an optionee who exercises an Option more than 90
                  days after termination of employment with the Company and/or
                  the Eligible Subsidiaries will only receive ISO treatment to
                  the extent permitted by law, and becoming or remaining an
                  employee of another related company (that is not an Eligible
                  Subsidiary) or an independent contractor to the Company will
                  not prevent loss of ISO status as a result of the formal
                  termination of employment.

                  Nothing in the Plan extends the term of an Award beyond the
                  tenth anniversary of its Date of Grant, nor does anything in
                  this Section 11 make an Award exercisable that has not
                  otherwise become exercisable.

12.AWARE          Option Agreements will set forth the terms of each Option
   AGREEMENT      and will include such terms and conditions,  consistent with
                  the Plan, as the Administrator may determine are necessary or
                  advisable. To the extent an Option  Agreement is
                  inconsistent with the Plan, the Plan will govern. The Option
                  Agreements may contain special rules.

13.STOCK SUBJECT  Except as adjusted pursuant to Section 15, the aggregate
   TO PLAN        number of shares of Common Stock that may be issued under
                  Awards may not exceed 7,000 shares of the Common Stock.

                  The Common Stock will come from either authorized but unissued
                  shares or from previously issued shares that the Company
                  reacquires, including shares it purchases on the open market.
                  If any Award expires,  is canceled,  or terminates for
                  any other reason, the shares of Common Stock available under
                  that Award will again be available for the granting of new
                  Awards.

                  No adjustment will be made for a dividend or other right for
                  which the record date precedes the date of exercise, except as
                  determined by the Administrator pursuant to Section 15 of the
                  Plan.

                  The participant will have no rights of a shareholder with
                  respect to the shares of stock subject to an Award except to
                  the extent that the Company has issued certificates for, or
                  otherwise confirmed ownership of, such shares upon the
                  exercise of the Award.

                  The Company will not issue fractional shares pursuant to the
                  exercise of an Award, but the Administrator may, in its
                  discretion, direct the Company to make a cash payment in lieu
                  of fractional shares.


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14.PERSON WHO     During the participant's lifetime, only the participant
   MAY EXERCISE   or his duly  appointed  guardian or personal  representative
                  may exercise the Awards. After his death, his personal
                  representative or any other person authorized under a will or
                  under the laws of descent and distribution may exercise any
                  then exercisable portion of an Award. If someone other than
                  the original recipient seeks to exercise any portion of an
                  Award, the Administrator may request such proof as it may
                  consider necessary or appropriate of the person's right to
                  exercise the Award.

15.ADJUSTMENT     Subject to any required action by the Company (which it
   UPON CHANGES   shall promptly take) or its shareholders, and subject to
   IN CAPITAL     the provisions of applicable corporate law, if; after the
   STOCK          Date of Grant of an Award,

                     the outstanding shares of Common Stock, increase or
                     decrease or change into or are exchanged for a different
                     number or  kind of  security  by  reason  of
                     any recapitalization, reclassification, stock split,
                     reverse stock split, combination of shares, exchange of
                     shares, stock dividend, or other distribution payable in
                     capital stock, or

                     some other  increase or  decrease  in such  Common  Stock
                     occurs without the Company receiving consideration,

                  the Administrator may make a proportionate and appropriate
                  adjustment in the number of shares of Common  Stock
                  underlying each Award, so that the proportionate interest of
                  the participant immediately following such event will, to the
                  extent practicable, be the same as immediately before such
                  event. (This adjustment does not apply to Common Stock that
                  the optionee has already purchased, except to the  extent
                  of similar  treatment  for all shareholders.) Unless the
                  Administrator determines another method would be appropriate,
                  any such adjustment to an Award will not change the total
                  price with respect to shares of Common Stock underlying the
                  unexercised portion of the Award but will include a
                  corresponding proportionate adjustment in the Award's Exercise
                  Price.

                  The Administrator will make a commensurate change to the
                  maximum number of shares provided in Sections 5 and 13 of the
                  Plan.

                  The grant of an Award under the Plan will not affect in any
                  way the right or power of the Company to make adjustments,
                  reclassifications, reorganizations  or  changes of its
                  capital or  business  structure,  or to merge or to
                  consolidate, or to dissolve, liquidates sell, or transfer all
                  or any part of its business or assets.


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   SUBSTANTIAL    Upon a Substantial Corporate Change, the Plan and any
   CORPORATE      unexercised Awards will terminate unless provision is
   CHANGE         made in writing in connection with such transaction for

                     the assumption or continuation of outstanding Awards, or

                     the substitution for such options or grants of any options
                     or grants covering the stock or securities of a successor
                     employer  corporation,  or a  parent  or
                     subsidiary of  such  successor,  with
                     appropriate adjustments as to the number and kind of shares
                     of stock and prices, in which event the Awards will
                     continue in the manner and under the terms so provided.

                  Unless the Board determines otherwise, if an Award would
                  otherwise terminate pursuant to the preceding sentence,
                  participants will have the right, at such time before the
                  consummation of the transaction causing such termination as
                  the Board  reasonably  designates,  to  exercise
                  any unexercised portions of the Award, whether or not they
                  had previously become exercisable. However, unless the Board
                  determines otherwise, the acceleration will not occur if it
                  would render unavailable "pooling of interest" accounting for
                  any reorganization, merger, or consolidation of the Company.

                  A Substantial Corporation Change means

                  a) the dissolution or liquidation of the Company,

                  b) merger,  consolidation,  or reorganization of the Company
                     with one or more  corporations  in which the  Company  is
                     not the surviving corporation,

                  c) the  sale  of  substantially  all  of the  assets  of the
                     Company to another corporation, or

                  d) any transaction (including a merger or reorganization in
                     which the Company survives) approved by the Board that
                     results in any person or entity  (other  than any
                     affiliate of the Company as defined in Rule 144(a)(1) under
                     the Securities Act) owning 100% of the combined voting
                     power of all classes of stock of the Company.


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16.SUBSIDIARY     Employees of Company Subsidiaries will be entitled to
   EMPLOYEES      participate in the Plan,  except as otherwise  designated by
                  the Board of Directors.

                  Eligible  Subsidiary  means  each  of  the
                  Company's Subsidiaries. except as the Board otherwise
                  specifies. For ISO grants, Subsidiaiy means any corporation
                  (other than the Company) in an unbroken chain of corporations
                  beginning with the Company if, at the time an ISO is granted
                  to a participant under the Plan, each of the corporations
                  (other than the last corporation in the unbroken chain) owns
                  stock possessing 50% or more of the total combined voting
                  power of all classes of stock in one of the other corporations
                  in such chain. For ISO purposes, Subsidiary also includes a
                  single member limited liability company included within the
                  chain described in the preceding sentence. For NQSOs, the
                  Administrator can use a different definition of Subsidiary in
                  its discretion.

17.LEGAL          The Company will not issue any shares of Common Stock
   COMPLIANCE     under an Award until all applicable  requirements imposed by
                  Federal and state securities and other laws, rules, and
                  regulations, and by any applicable regulatory agencies or
                  stock exchanges, have been fully met. To that end, the Company
                  may require the participant to take any reasonable action to
                  comply with such requirements before issuing such shares.
                  No provision in the Plan or action taken under it authorizes
                  any action that is otherwise prohibited by Federal or state
                  laws.

                  The Plan is intended to conform to the extent necessary with
                  all  provisions of the  Securities  Act of 1933
                  ("Securities Act") and the Exchange Act and all regulations
                  and rules the Securities and Exchange Commission issues under
                  those laws. Notwithstanding anything in the Plan to the
                  contrary, the Administrator must administer the Plan, and
                  Awards must be granted and exercised, only in a way that
                  conforms to such laws, rules, and regulations. To the extent
                  permitted by applicable law, the Plan and any Awards will be
                  deemed amended to the extent necessary to conform to such
                  laws, rules, and regulations.

18.PURCHASE FOR   Unless a registration statement under the Securities Act
   INVESTMENT     covers the shares of Common Stock a participant receives
   AND OTHER      upon exercise of his Award, the Administrator may
   RESTRICTIONS   require, at the time of such exercise or receipt of a
                  grant, that the participant agree in writing to acquire such
                  shares for investment and not for public resale or
                  distribution, unless and until the shares subject to the Award
                  are registered under the Securities Act. Unless the shares are
                  registered  tinder the Securities Act, the participant must
                  acknowledge:

                     that the shares  purchased  on  exercise of the Award are
                     not so registered,


<PAGE> 11



                     that the participant may not sell or otherwise transfer the
                     shares unless the shares have been registered under the
                     Securities Act in connection with the sale or transfer
                     thereof, or counsel satisfactory to the Company has issued
                     an opinion satisfactory to the Company that the sale or
                     other transfer of such shares is exempt from registration.
                     under the Securities Act, and such sale or transfer
                     complies with all other applicable laws, rules, and
                     regulations, including all applicable Federal and state
                     securities laws, rules, and regulations.

                  Additionally,  the Common Stock, when issued upon the
                  exercise of an Award, will be subject to any other transfer
                  restrictions, rights of first refusal, and rights of
                  repurchase set forth in or incorporated by reference into
                  other applicable  documents,  including  the
                  Company's certificate of  incorporation,  by-laws,
                  or generally applicable shareholders' agreements.

                  The Administrator  may, in its sole discretion,  take
                  whatever additional actions it deems appropriate to comply
                  with such restrictions and applicable laws,  including
                  placing legends on certificates and issuing stop-transfer
                  orders to transfer agents and registrars.

19.TAX            The participant must satisfy all applicable Federal,
   WITHHOLDING    state,  and local  income  and  employment  tax  withholding
                  requirements  before the Company  will  deliver
                  stock certificates upon the exercise of an Award. The Company
                  may decide to satisfy the withholding  obligations through
                  additional withholding on salary or wages. If the Company does
                  not or cannot withhold from other compensation, the
                  participant must pay the Company, with a cashier's check or
                  certified check, the fill amounts required by withholding.
                  Payment of withholding  obligations is due before the
                  Company issues shares with respect to the Award. If the
                  Administrator so determines, the participant may instead
                  satisfy the  withholding  obligations by directing the
                  Company to retain shares from the Award exercise, by tendering
                  previously owned shares.

20.TRANSFERS      Unless the Administrator otherwise approves in advance in
   ASSIGNMENTS    writing, an Award may not be assigned, pledged, or
   AND PLEDGES    otherwise transferred in any way, whether by operation of
                  law or  otherwise  or through any legal or equitable
                  proceedings (including bankruptcy), by the participant to any
                  person, except by will or by operation of applicable laws of
                  descent and distribution.


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21.AMENDMENT OR   The Board may amend, suspend, or terminate the Plan at
   TERMINATION    any time, without the consent of the participants or
   OF PLAN AND    their beneficiaries; provided, however, that no amendment
   OPTIONS        will deprive any  participant  or  beneficiary of any
                  previously declared Award. Except as required by law or by
                  Sections 8 or 15, the Administrator may not, without the
                  participant's or beneficiary's consent, modify the terms and
                  conditions of an Award so as to adversely affect the
                  participant. No amendment, suspension, or termination of the
                  Plan will, without the participant's or beneficiary's consent,
                  terminate or adversely  affect any right or obligations
                  under any outstanding Awards.

22.PRIVILEGES OF  No participant and no beneficiary or other person
   STOCK          claiming under or through such participant will have any
   OWNERSHIP      right,  title, or interest in or to any shares of Common
                  Stock allocated or reserved under the Plan or subject to any
                  Award except as to such shares of Common Stock, if any, that
                  have been issued to such participant.

23.EFFECT ON      Whether exercising or receiving an Award causes the
   OTHER PLANS    participant to accrue or receive additional benefits under
                  any  pension or other plan is  governed  solely by the terms
                  of such other plan.

24.LIMITATIONS ON Notwithstanding any other provisions of the Plan, no
   LIABILITY      individual acting as a director,  employee,  or agent of the
                  Company  shall be liable to any  participant,  former
                  participant, spouse, beneficiary, or any other person for any
                  claim,  loss,  liability,  or expense incurred in
                  connection with the Plan, nor shall such individual be
                  personally liable  because of any  contract or other
                  instrument he executes in such other capacity. The Company
                  will indemnify and hold harmless each director, employee, or
                  agent of the Company to whom any duty or power relating to the
                  administration or interpretation of the Plan has been or will
                  be delegated, against any cost or expense (including
                  attorneys' fees) or liability (including any sum paid in
                  settlement of a claim with the Board's approval) arising out
                  of any act or omission to act concerning the Plan unless
                  arising out of such person's own fraud or bad faith.

25.NO EMPLOYMENT  Nothing contained in the Plan constitutes an employment
   CONTRACT       contracts  between  the Company  and the  participants.  The
                  Plan does not give any participant any right to be retained in
                  the Company's employ, nor does it enlarge or diminish the
                  Company's  right to terminate  the  participant's
                  employment.

26.APPLICABLE     LAW The laws of the Commonwealth of Virginia (other than its
                  choice of law provisions) and applicable federal law govern
                  the Plan and its interpretation.

27.DURATION OF    Unless the Board extends the Plan's term, the
   PLAN           Administrator  may not grant Awards after June 11, 2008. The
                  Plan will then terminate but will continue to govern
                  unexercised and unexpired Awards.


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                        RESOLUTIONS TO BE ADOPTED BY THE

                              BOARD OF DIRECTORS OF

                              PAGE BANKSHARES, INC.

                                ON JUNE 11, 1998



RESOLVED, that the 1998 Stock Incentive Plan (the "1998 Plan") shall be and
hereby is approved; and be it further

RESOLVED, that the officers of the Company are hereby authorized and directed to
submit the 1998 Plan to the shareholders of the Company at the next meeting of
the Shareholders for their approval; and be it further

RESOLVED, that 7,000 shares of the Company's Common Stock shall be, and hereby
are, reserved for issuance upon the exercise of options granted under the 1998
Plan.