EXHIBIT 10

                         PINNACLE BANKSHARES CORPORATION
                            1997 INCENTIVE STOCK PLAN

                                    ARTICLE I
                      Establishment, Purpose, and Duration

         1.1  Establishment  of the Plan.  Pinnacle  Bankshares  Corporation,  a
Virginia   corporation   (the  "Company"),   hereby   establishes  an  incentive
compensation  plan for the Company and its subsidiaries to be known as the "1997
Incentive Stock Plan", as set forth in this document.  Unless otherwise  defined
herein,  all capitalized  terms shall have the meanings set forth in Section 2.1
herein.  The Plan permits the grant of Incentive  Stock  Options,  Non-qualified
Stock Options, Stock Appreciation Rights and Restricted Stock.

         The Plan was adopted by the Board of  Directors of the Company on April
8, 1997,  and shall  become  effective  on May 1, 1997 (the  "Effective  Date"),
subject to the  approval by vote of  shareholders  of the Company in  accordance
with applicable laws.

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

         1.3  Duration of the Plan.  The Plan shall  commence  on the  Effective
Date, as described in Section 1.1 herein, and shall remain in effect, subject to
the right of the Board of Directors to terminate  the Plan at any time  pursuant
to Article XI herein,  until April 31,  2007,  at which time it shall  terminate
except with respect to Awards made prior to, and outstanding on, that date which
shall remain valid in accordance with their terms.

                                   ARTICLE II
                                   Definitions

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

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

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

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

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

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

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

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

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

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

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

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

                  (i) "Committee"  means the committee of the Board of Directors
         of the  Company  or its  banking  subsidiary  to  administer  the  Plan
         pursuant to Article  III  herein,  all of the members of which shall be
         "non-employee  directors" as defined in Rule 16b-3,  as amended,  under
         the Exchange Act or any similar or  successor  rule.  There shall be no
         fewer  than  three,  nor more than 7,  members  on the  Committee.  The
         Committee  may  consult  with  the  Personnel  Committee  of The  First
         National Bank of Altavista with respect to its decisions, but shall not
         be  obligated  to do so unless  specifically  required  by the Board of
         Directors of the Company.  Unless otherwise  determined by the Board of
         Directors of the Company,  the non-employee  directors of the Personnel
         Committee of The First  National  Bank of Altavista,  the  wholly-owned
         subsidiary of the Company, shall constitute the Committee.

                  (j) "Company" means Pinnacle  Bankshares  Corporation,  or any
         successor thereto as provided in Article XIII herein.

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

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

                  (m) "Fair Market Value" of a Share means the fair market value
         as determined  pursuant to a reasonable method adopted by the Committee
         in good faith for such purpose.

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

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

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

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

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

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

                  (t) "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).

                  (u) "Plan"  means the  Pinnacle  Bankshares  Corporation  1997
         Incentive  Stock Plan, as described and as hereafter  from time to time
         amended.

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

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

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

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

                  (z) "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.  Except as otherwise  reserved for consideration and
approval  by the  Board of  Directors,  the Plan  shall be  administered  by the
Committee  which  shall  have  all  powers   necessary  or  desirable  for  such
administration.

                  (a) Subject to the provisions of the Plan, the Committee shall
have the following  plenary  powers:  (i) to establish,  amend or waive rules or
regulations  for the Plan's  administration;  (ii) except in those  instances in
which a dispute  arises,  to construe and interpret the Agreements and the Plan;
and (iii) to make all other  determinations and take all other actions necessary
or advisable for the administration of the Plan.

                  (b)(1)  Subject to the  provisions of the Plan,  the Committee
shall have the  following  qualified  powers that shall be subject to  approval,
amendment and modification by the Board of Directors: (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 in the
event of a  dispute  between  the  Participant  and the  Committee;  and (iv) to
accelerate the  exercisability  of any Award or the termination of any Period of
Restriction.

                  (2) In  approving  the  Committee's  determinations  or  other
recommendations  under (b)(1),  the Board of Directors may make such amendments,
modifications or qualifications as it deems in the best interest of the Company,
and  the  Board  shall  provide  specific  instructions  to  the  Committee  for
implementation of the same.

                  (3) In its sole  discretion,  the Board of Directors may waive
by resolution one or more of its approval  rights under (b)(1) and authorize the
Committee to proceed without seeking further  approvals either on a case by case
basis or permanently  until further notice from the Board.  Such waiver shall be
communicated in writing to the Committee which shall maintain a permanent record
of such waiver(s).

                  (c) 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, except as otherwise stated in paragraph 3.1(b).

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

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

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

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

         3.6 Certain  Determinations.  In connection with the  Committee's  good
faith  determination  of "Fair Market Value" as required  herein,  the Committee
may, as guidance,  take into consideration the book value of the Common Stock of
the Company,  the relationship between the traded price and book value of shares
for financial  institutions of similar size and similar operating results to the
Company and its  subsidiary  bank,  any  reasonably  recent trades of the Common
Stock  of the  Company  brought  to the  attention  of the  Committee  and  such
additional  relevant   information  as  the  Committee  in  its  judgment  deems
necessary.  In its sole discretion,  the Committee may, but is not obligated to,
consult with and/or engage an investment banker or other appropriate  advisor to
advise the Committee in connection  with its good faith  determination  of "Fair
Market Value" herein.


                                   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  25,000.  No more than  one-third of
the  aggregate  number  of such  Shares  shall  be  issued  in  connection  with
Restricted Stock Awards. Except as provided in Sections 4.2 herein, the issuance
of Shares in  connection  with the exercise of, or as other  payment for Awards,
under the Plan shall  reduce the number of Shares  available  for future  Awards
under the Plan.

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

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


                                    ARTICLE V
                                   Eligibility

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

                                   ARTICLE VI
                                  Stock Options

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

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

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

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

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

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

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

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

                                   ARTICLE VII
                            Stock Appreciation Rights

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

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

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

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

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

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

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


                                  ARTICLE VIII
                                Restricted Stock

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

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

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

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

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

         The sale or other  transfer of the Shares of Stock  represented by this
         certificate, whether voluntary, involuntary, or by operation of law, is
         subject  to  certain  restrictions  on  transfer  set forth in the 1997
         Incentive Stock Plan of Pinnacle Bankshares  Corporation,  in the rules
         and administrative  procedures adopted pursuant to such Plan, and in an
         Agreement  dated  ____________.  A copy of the  Plan,  such  rules  and
         procedures,  and such  Restricted  Stock Agreement may be obtained from
         the Secretary of Pinnacle Bankshares Corporation.

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

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

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

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

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

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

                                   ARTICLE IX
                                Change in Control

         In the event of a Change in Control of the Company,  the Committee,  as
constituted before such Change in Control, in its sole discretion may, as to any
outstanding Award,  either at the time the Award is made or any time thereafter,
take any one or more of the following actions:  (i) provide for the acceleration
of any time periods relating to the exercise or realization of any such Award so
that  such  Award  may be  exercised  or  realized  in full on or  before a date
initially fixed by the Committee; (ii) provide for the purchase or settlement of
any such Award by the Company,  upon a Participant's  request,  for an amount of
cash equal to the amount  which could have been  obtained  upon the  exercise of
such  Award or  realization  of such  Participant's  rights  had such Award been
currently  exercisable or payable;  (iii) make such adjustment to any such Award
then  outstanding as the Committee  deems  appropriate to reflect such Change in
Control;  or (iv) cause any such Award then  outstanding  to be assumed,  or new
rights substituted  therefor,  by the acquiring or surviving corporation in such
Change in Control.

                                    ARTICLE X
                 Modification, Extension and Renewals of Awards

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


                                   ARTICLE XI
               Amendment, Modification and Termination of the Plan

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

         11.2  Awards   Previously   Granted.   No  termination,   amendment  or
modification  of the Plan other than pursuant to Section 4.3 herein shall in any
manner adversely affect any Award  theretofore  granted under the Plan,  without
the written consent of the Participant.


                                   ARTICLE XII
                                   Withholding

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

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


                                  ARTICLE XIII
                                   Successors

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


                                   ARTICLE XIV
                                     General

         14.1  Requirements  of Law.  The granting of Awards and the issuance of
Shares of Stock under this Plan shall be subject to all applicable laws,  rules,
and  regulations,  and to such  approvals by any  governmental  agencies or self
regulatory organizations (i.e. exchanges) as may be required.

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

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

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

         14.5 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.