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                                                                    EXHIBIT 10.4

                          PREMIER NATIONAL BANCORP, INC
                            1995 INCENTIVE STOCK PLAN
                (as amended and restated effective May 13, 1999)

1.       DEFINITIONS

         In this Plan, except where the context otherwise indicates, the
following definitions apply:

         1.1. "Agreement" means a written agreement evidencing the grant of an
Option or Right or the award of Restricted Stock or Incentive Shares.

         1.2. "Award" means an Option or Right or an award of Incentive Shares
or Restricted Stock hereunder.

         1.3. "Board" means the Board of Directors of the Corporation.

         1.4. "CBI Incentive Stock Option Plan" means the Community Bancorp,
Inc. Incentive Stock Option Plan.

         1.5. "CBI Non-Qualified Stock Option Plan" means the Community Bancorp
1988 Non-Qualified Stock Option Plan.

         1.6. "Code" means the Internal Revenue Code of 1986, as amended.

         1.7. "Committee" means the committee of the Board appointed by the
Board to administer the Plan. Unless otherwise determined by the Board, the
Personnel and Compensation Committee of the Board shall be the Committee.
Notwithstanding the foregoing, "Committee" shall mean the Board for purposes of
granting Nonqualified Stock Options to Non-Employee Directors and administering
the Plan with respect to such Options.

         1.8. "Common Stock" means the common stock, par value $.80 per share,
of the Corporation.

         1.9. "Corporation" means Premier National Bancorp, Inc.

         1.10. "Date of Exercise" means the date on which the Corporation
receives notice of the exercise of an Option or Right in accordance with the
terms of Article 8.

         1.11. "Date of Grant" means the date on which an Option or Right is
granted to an Eligible Person by the Committee.

         1.12. "Effective Date" shall mean April 1, 1995.


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         1.13. "Eligible Person" means (a) any person determined by the
Committee to be an officer or key employee of the Corporation or a Subsidiary
(b) any person who is hired to be an employee of the Corporation or a Subsidiary
and who the Committee determines will be an officer or key employee upon
commencement of employment, (c) any Non-Employee Director and (d) any consultant
or independent contractor to the Corporation or a Subsidiary who is determined
by the Committee to render key services to the Corporation or a Subsidiary.

         1.14. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         1.15. "Exercise Price" means the price per share at which an Option may
be exercised, as determined by the Committee in accordance with Section 6.2
hereof.

         1.16. "Fair Market Value" of a share of Common Stock means an amount
equal to the fair market value of a share of Common Stock determined pursuant to
a reasonable method adopted by the Committee in good faith for such purpose.
Unless the Committee has adopted another method, the fair market value of a
share of Common Stock shall equal the average of the last reported closing
prices of the Common Stock on the American Stock Exchange on the five trading
days immediately preceding the date such fair market value is to be determined.

         1.17. "Incentive Shares" means a contingent award of shares of Common
Stock made pursuant to the provisions of Article 10.

         1.18. "Incentive Stock Option" means an Option that is intended to
qualify as an incentive stock option under section 422 of the Code and that is
designated as such in the applicable Agreement.

         1.19. "Nonqualified Stock Option" means an Option that is not an
Incentive Stock Option.

         1.20. "Non-Employee Director" means a member of the Board who is not
also an employee of the Corporation or a Subsidiary.

         1.21. "Option" means an option to purchase shares of Common Stock
granted under the Plan after the Effective Date.

         1.22. "Option Period" means the period during which an Option may be
exercised.

         1.23. "Participant" means an Eligible Person who has received an Award
hereunder.

         1.24. "Performance Goals" means achievement objectives established by
the Committee which may be based on earnings or earnings growth, sales, return
on assets, equity or investment, regulatory compliance, satisfactory internal or
external audits, improvement of financial ratings, achievement of balance sheet
or income statement objectives, or any other objective goals established by the
Committee, and may be



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absolute in their terms or measured against or in relationship to other
companies comparably, similarly or otherwise situated. Such performance
standards may be particular to an employee or the department, branch, Subsidiary
or other division in which the employee works, or may be based on the
performance of the Corporation generally, and may cover such period as may be
specified by the Committee.

         1.25. "Plan" means the Premier National Bancorp, Inc. 1995 Incentive
Stock Plan. The Plan constitutes an amendment, restatement, and continuation of
the CBI Incentive Stock Option Plan and the CBI 1988 Non-Qualified Stock Option
Plan.

         1.26. "Pre-1995 Stock Option" means a stock option (and any related
stock appreciation rights) granted prior to January 1, 1995 under the CBI
Incentive Stock Option Plan or the CBI Non-Qualified Stock Option Plan.

         1.27. "Related Option" means an Option in connection with which, or by
amendment to which, a Right is granted hereunder.

         1.28. "Related Right" means a Right granted in connection with, or by
amendment to, an Option granted hereunder.

         1.29. "Restricted Stock" means shares of Common Stock awarded pursuant
to the provisions of Article 9.

         1.30. "Right" means a stock appreciation right granted under the Plan
after the Effective Date.

         1.31. "Right Period" means the period during which a Right may be
exercised.

         1.32. "Rule 16b-3" means Rule 16b-3 under Section 16 of the Exchange
Act.

         1.33. "Subsidiary" means a corporation at least 50% of the total
combined voting power of all classes of stock of which is owned by the
Corporation, either directly or through one or more other Subsidiaries.

2.       PURPOSE

         The purpose of the Plan is to assist the Corporation and its
Subsidiaries in attracting, retaining and providing incentives to officers, key
employees, Non-Employee Directors and consultants or other service providers by
offering them the opportunity to acquire or increase their proprietary interest
in the Corporation and to promote the identification of their interests with
those of the shareholders of the Corporation.



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3.       ADMINISTRATION

         The Committee shall administer the Plan and shall have plenary
authority, in its discretion, to award Options, Rights, Restricted Stock and
Incentive Shares to Eligible Persons; provided, however, that Non-Employee
Directors shall only be eligible to receive grants of Nonqualified Stock
Options. The Committee shall have plenary authority and discretion to determine
the terms of all Awards (which terms need not be identical), including, but not
limited to, the exercise price of Options, the time or times at which Awards are
made, the number of shares covered by Awards, whether an Option shall be an
Incentive Stock Option or a Nonqualified Stock Option, and the period during
which Options and Rights may be exercised and Restricted Stock shall be subject
to restrictions. In making its determinations, the Committee may take into
account the nature of the services rendered by the respective Eligible Persons,
their present and potential contributions to the success of the Corporation and
its Subsidiaries, and such other factors as the Committee in its discretion
shall deem relevant. Subject to the express provisions of the Plan, the
Committee shall have plenary authority to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it and to make all other
determinations deemed necessary or advisable for the administration of the Plan.
The determinations of the Committee on the matters referred to in this Section 3
shall be binding and final.

4.       ELIGIBILITY

         Options, Rights, Restricted Stock and Incentive Shares may be granted
or awarded only to Eligible Persons; provided, however, that Non-Employee
Directors shall only be eligible to receive grants of Nonqualified Stock
Options. The provisions of this Article 4 shall supersede the eligibility
provisions of the CBI Incentive Stock Option Plan and the CBI Non-Qualified
Stock Option Plan as of the Effective Date.

5.       STOCK SUBJECT TO THE PLAN

         5.1. The maximum number of shares of Common Stock that may be issued
pursuant to Awards made hereunder after the Effective Date and Pre-1995 Stock
Options is 2,000,000 shares. Notwithstanding any other provision of this Plan,
no Award may be made to an Eligible Person hereunder to the extent that the
number of shares of Common Stock covered by such Award and all other Awards
(whether or not outstanding) made hereunder to the Eligible Person after the
Effective Date exceeds 200,000 reduced by the number of shares of Common Stock
covered by Pre-1995 Stock Options granted to the Eligible Person that are
outstanding as of the date of the Award and as to which the option has not been
exercised. For purposes of the preceding sentence, an Option and corresponding
Related Right shall be treated as a single Award covering the number of shares
with respect to which the Option and Related Right may be exercised.

         5.2. If (a) an Option, Right or a Pre-1995 Stock Option expires or
terminates for any reason (other than termination by virtue of the exercise of a
Related Option or



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Related Right, as the case may be) without having been fully exercised, (b)
shares of Restricted Stock are forfeited, or (c) an award of Incentive Shares is
forfeited, the unissued or forfeited shares of Common Stock which had been
subject to the Award or the Pre-1995 Stock Option shall become available for the
grant of additional Awards.

         5.3. Upon exercise of a Right (regardless of whether the Right is
settled in cash or shares of Common Stock), the number of shares of Common Stock
with respect to which the Right is exercised shall be charged against the number
of shares of Common Stock issuable under the Plan and shall not become available
for the grant of other Awards.

6.       OPTIONS

         6.1. Options granted under the Plan to Eligible Persons shall be either
Incentive Stock Options or Nonqualified Stock Options, as designated by the
Committee; provided, however, that Non-Employee Directors may only be granted
Nonqualified Stock Options. Each Option granted under the Plan shall be clearly
identified either as a Nonqualified Stock Option or an Incentive Stock Option
and shall be evidenced by an Agreement that specifies the terms and conditions
of the grant. Options shall be subject to the terms and conditions set forth in
this Article 6 and such other terms and conditions not inconsistent with this
Plan as the Committee may specify.

         6.2. The price per share of Common Stock at which an Option granted
under this Plan may be exercised shall not be less than one hundred percent
(100%) of the Fair Market Value of the Common Stock on the Date of Grant.
Notwithstanding the foregoing, in the case of an Incentive Stock Option granted
to a Participant who (applying the rules of Section 424(d) of the Code) owns
stock possessing more than ten percent of the total combined voting power of all
classes of stock of the Corporation or a Subsidiary (a "Ten-Percent
Shareholder"), the exercise price per share shall not be less than one hundred
and ten percent (110%) of the Fair Market Value of the Common Stock on the date
on which the option is granted.

         6.3. Options granted hereunder shall be exercisable at such times and
under such conditions as shall be established by the Committee; PROVIDED,
HOWEVER, that no Option shall be exercisable after the expiration of ten years
(five years in the case of an Incentive Stock Option granted to a Ten-Percent
Shareholder) from its Date of Grant.

7.       RIGHTS

         7.1. Rights granted under the Plan shall be evidenced by an Agreement
specifying the terms and conditions of the grant. A Right may be granted under
the Plan: (a) in connection with, and at the same time as, the grant of an
Option under the Plan; (b) by amendment of an outstanding Option granted under
the Plan; or (c) independently of any Option granted under the Plan. A Right
described in clause (a) or (b) of the preceding sentence is a Related Right. A
Related Right may, in the Committee's discretion, apply to all or a portion of
the shares subject to the Related Option.



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         7.2. A Right may be exercised in whole or in part as provided in the
applicable Agreement, and, subject to the terms of the Agreement, entitles a
Participant to receive, without payment to the Corporation (but subject to
required tax withholding), either cash or that number of shares of Common Stock
(equal to the highest whole number of shares), or a combination thereof, in an
amount or having a Fair Market Value determined as of the Date of Exercise not
to exceed the number of shares of Common Stock subject to the portion of the
Right exercised multiplied by an amount equal to the excess of (a) the Fair
Market Value of a share of Common Stock on the Date of Exercise of the Right
over (b) either (i) the Fair Market Value of a share of Common Stock on the Date
of Grant of the Right if it is not a Related Right (or such amount in excess of
such Fair Market Value as may be specified by the Committee is connection with
the grant of the Right), or (ii) the Exercise Price as provided in the Related
Option if the Right is a Related Right.

         7.3. The Right Period shall be determined by the Committee and set
forth in the Agreement; provided, however, that (a) a Right will expire no later
than the earlier of (i) ten years from the Date of Grant, or (ii) in the case of
a Related Right, the expiration of the Related Option, and (b) a Right that is a
Related Right to an Incentive Stock Option may be exercised only when and to the
extent the Related Option is exercisable.

         7.4. The exercise, in whole or in part, of a Related Right shall cause
a reduction in the number of shares of Common Stock subject to the Related
Option equal to the number of shares with respect to which the Related Right is
exercised. Similarly, the exercise, in whole or in part, of a Related Option
shall cause a reduction in the number of shares of Common Stock subject to the
Related Right equal to the number of shares with respect to which the Related
Option is exercised.

8.       EXERCISE OF OPTIONS AND RIGHTS

         8.1. An Option or Right may, subject to the terms of the applicable
Agreement, be exercised in whole or in part by the delivery to the Corporation
of written notice of the exercise, in such form as the Committee may prescribe,
accompanied, in the case of an Option, by full payment for the shares of Common
Stock with respect to which the Option is exercised. To the extent provided in
the applicable Agreement, payment may be made, in whole or in part, by the
delivery (including constructive delivery) of Common Stock (other than
Restricted Stock) valued at Fair Market Value on the Date of Exercise or by
delivery of a promissory note as provided in Section 8.2 hereof.

         8.2. To the extent provided in an Option Agreement and permitted by
applicable law, the Committee may accept as partial payment of the Exercise
Price of an Option a promissory note executed by the Participant evidencing his
obligation to make future cash payment thereof; provided, however, that in no
event may the Committee accept a promissory note for an amount in excess of the
difference between the aggregate Exercise Price and the par value of the shares.
Promissory notes delivered as partial payment of an Option's Exercise Price
shall be payable upon such terms as may be established by the Committee, shall
be secured by a pledge of the shares of Common



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Stock received upon exercise of the Option, and shall bear interest at a rate
fixed by the Committee.

9.       RESTRICTED STOCK AWARDS

         9.1. Restricted Stock awarded under the Plan shall be evidenced by an
Agreement specifying the terms and conditions of the Award. Each Agreement
evidencing an award of Restricted Stock shall:

                  (a) prohibit the sale, assignment, transfer, exchange, pledge,
hypothecation, or other encumbrance of (i) the shares awarded as Restricted
Stock under the Plan, (ii) the right to vote the shares, and (iii) the right to
receive dividends thereon in each case during the restriction period applicable
to the shares; provided, however, that the Participant shall have all the other
rights of a shareholder including, but not limited to, the right to receive
dividends and the right to vote the shares;

                  (b) require that each certificate representing shares of
Restricted Stock be deposited with the Corporation, or its designee, and bear
the following legend:

         "This certificate and the shares of stock represented hereby are
         subject to the terms and conditions (including forfeiture provisions
         and restrictions against transfer) contained in the Premier National
         Bancorp, Inc. 1995 Incentive Stock Plan, and an Agreement entered into
         between the registered owner and Premier National Bancorp, Inc. Release
         from such terms and conditions shall be made only in accordance with
         the provisions of the Plan and the Agreement, a copy of each of which
         is on file in the office of the Secretary of Premier National Bancorp,
         Inc."

                  (c) contain such other terms, conditions and restrictions as
the Committee in its discretion may specify, including, without limitation,
terms that condition the lapse of forfeiture and transfer restrictions upon the
achievement of Performance Goals; and

                  (d) specify the terms and conditions upon which the
restrictions applicable to the shares of Restricted Stock shall lapse and new
certificates free of the foregoing legend shall be issued to the Participant or
his legal representative.

10.      INCENTIVE SHARE AWARDS

         10.1. Incentive Shares awarded under the Plan shall be evidenced by an
Agreement specifying the terms and conditions of such Award. Incentive Share
awards shall provide for the issuance of shares of Common Stock to a Participant
at such times and subject to such terms and conditions as the Committee shall
deem appropriate including, but not limited to, terms and conditions that
condition the issuance of shares of Common Stock upon the achievement of
Performance Goals.



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11.      NONTRANSFERABILITY

                  Except as otherwise provided by the Committee in an Agreement,
(a) awards made hereunder shall not be transferable other than by will or the
laws of descent and distribution, and (b) an Option or Right may be exercised
during the lifetime of a Participant only by the Participant or, in the event of
his or her legal disability, by his legal representative. A Related Right is
transferable only when the Related Option is transferable and only with the
Related Option and under the same conditions that apply to the Related Option.

12.      CAPITAL ADJUSTMENTS

         In the event of any change in the outstanding Common Stock by reason of
any stock dividend, split-up, recapitalization, reclassification, combination or
exchange of shares, merger, consolidation or liquidation and the like, the
Committee may, in its discretion, provide for a substitution for or adjustment
in (a) the number and class of shares of stock subject to outstanding Options,
Rights, Restricted Stock and Incentive Share awards, (b) the Exercise Price of
Options and the base price upon which payments under Rights that are not Related
Rights are determined, and (c) the aggregate number and class of shares of stock
for which Awards thereafter may be made under the Plan and to individual
Participants.

13.      TERMINATION OR AMENDMENT

         The Board may amend, alter or terminate the Plan in any respect at any
time; PROVIDED, HOWEVER, that no amendment, alteration or termination of the
Plan shall be made by the Board without approval of (a) the Corporation's
shareholders to the extent shareholder approval of the amendment is required to
comply with the requirements of applicable law, regulation or the exchange on
which the Common Stock is listed, and (b) each affected Participant if such
amendment, alteration or termination would impair the rights of a Participant
under any Award made hereunder prior to the date of such amendment, alteration
or termination.

14.      MODIFICATION, EXTENSION AND RENEWAL OF STOCK
         OPTIONS, RIGHTS, RESTRICTED STOCK AND INCENTIVE
         SHARES; SUBSTITUTED OPTIONS AND RIGHTS

         14.1. Subject to the terms and conditions of the Plan, the Committee
may modify, extend or renew outstanding Options and Rights, or accept the
surrender of outstanding options and stock appreciation rights (to the extent
not theretofore exercised) granted under the Plan or under any other plan of the
Corporation or a Subsidiary, and authorize the granting of new Options and
Rights pursuant to the Plan in substitution therefor (to the extent not
theretofore exercised), and the substituted Options or Rights



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may specify a lower exercise price than the surrendered options and stock
appreciation rights, a longer term than the surrendered options and stock
appreciation rights, or have any other provisions that are authorized by the
Plan. Subject to the terms and conditions of the Plan, the Committee may modify
the terms of any outstanding awards of Restricted Stock or Incentive Shares.
Notwithstanding the foregoing, however, no modification of an Option or Right
granted under the Plan, or an award of Restricted Stock or Incentive Shares,
shall, without the consent of the Participant, alter or impair any such
Participant's rights or obligations under such Awards.

         14.2. Anything contained herein to the contrary notwithstanding,
Options and Rights may, at the discretion of the Committee, be granted under the
Plan in substitution for stock appreciation rights and options to purchase
shares of capital stock of another corporation which is merged into,
consolidated with, or all or a substantial portion of the property or stock of
which is acquired by, the Corporation or one of its Subsidiaries. The terms and
conditions of the substitute Options and Rights so granted may vary from the
terms and conditions set forth in this Plan to such extent as the Committee may
deem appropriate (but only to the extent consistent with the requirements of
Rule 16b-3) in order to conform, in whole or part, to the provisions of the
options and stock appreciation rights in substitution for which they are
granted. Such Options and Rights shall not be subject to the provisions of
Sections 6.4 and 7.5 hereof, except to the extent it is determined by the
Committee that the applicability of such sections is required in order for
grants of Options and Rights hereunder to be eligible to qualify as
"performance-based compensation" within the meaning of Section 162(m) of the
Code.

15.      EFFECTIVENESS OF THE PLAN; GOVERNING PROVISIONS

         This Plan constitutes an amendment, restatement and continuation of the
CBI Incentive Stock Option Plan, which was adopted by the Corporation on October
30, 1986, and the CBI 1988 Non-Qualified Stock Option Plan, which was adopted by
the Corporation on April 4, 1988. The Plan became effective as of April 1, 1995.
Notwithstanding the foregoing, Pre-1995 Stock Options shall be governed by the
terms of the agreements evidencing such awards, as amended, except that the
provisions of the Plan relating to administration of the Plan after the
Effective Date shall apply to Pre-1995 Options and any determinations relating
to such options required to be made by the Board pursuant to such agreements
shall be made by the Committee.

16.      WITHHOLDING

         The Corporation's obligation to deliver shares of Common Stock or pay
any amount pursuant to the terms of any Award hereunder shall be subject to the
satisfaction of applicable federal, state and local tax withholding
requirements. To the extent provided in the applicable Agreement and in
accordance with rules prescribed by the Committee, a Participant may satisfy any
such withholding tax obligation by any of the following means or by a
combination of such means: (a) tendering a cash payment, (b) authorizing the
Corporation to withhold shares of Common Stock from the shares



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otherwise issuable to the Participant, or (c) delivering to the Corporation
already owned and unencumbered shares of Common Stock.

17.      TERM OF THE PLAN

         Unless sooner terminated by the Board pursuant to Article 13, the Plan
shall terminate on May 13, 2009, and no Options, Rights, Restricted Stock or
Incentive Shares may be granted or awarded after such date. Termination of the
Plan shall not affect the validity of any Award outstanding on the date of
termination.

18.      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 Corporation against the 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 Option, Right,
Restricted Stock or Incentive Shares granted or awarded 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 Corporation.

19.      GENERAL PROVISIONS

         19.1. The establishment of the Plan shall not confer upon any Eligible
Person any legal or equitable right against the Corporation, any Subsidiary or
the Committee, except as expressly provided in the Plan.

         19.2. The Plan does not constitute inducement or consideration for the
employment or service of any Eligible Person, nor is it a contract between the
Corporation or any Subsidiary and any Eligible Person. Participation in the Plan
shall not give an Eligible Person any right to be retained in the employment or
service of the Corporation or any Subsidiary.

         19.3. Neither the adoption of this Plan, nor its submission to the
Corporation's shareholders, shall be taken to impose any limitations on the
powers of the Corporation or its Subsidiaries to issue, grant, or assume
options, warrants, rights, or restricted stock, otherwise than under this Plan,
or to adopt other stock option or restricted stock plans or to impose any
requirement of shareholder approval upon the same.

         19.4. The interests of any Participant under the Plan are not subject
to the claims of creditors and may not, in any way, be assigned, alienated or
encumbered except as provided in Article 11.



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         19.5. The Committee may require each person acquiring shares of Common
Stock pursuant to Awards hereunder to represent to and agree with the
Corporation in writing that such person is acquiring the shares without a view
to distribution thereof. The certificates for such shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.
All certificates for shares of Common Stock issued pursuant to the Plan shall be
subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Common
Stock is then listed, and any applicable federal or state securities laws. The
Committee may place a legend or legends on any such certificates to make
appropriate reference to such restrictions.

         19.6. The Corporation shall not be required to issue any certificate or
certificates for shares of Common Stock with respect to awards under this Plan,
or record any person as a holder of record of such shares, without obtaining, to
the complete satisfaction of the Committee, the approval of all regulatory
bodies deemed necessary by the Committee, and without complying with all rules
and regulations, under federal, state or local law deemed applicable by the
Committee to the Committee's complete satisfaction.

         19.7. Notwithstanding any other provision of this Plan to the contrary,
Pre-1995 Options and Awards made hereunder may be amended at any time after the
date of grant or award by agreement between the Committee and the Participant or
holder thereof to contain any terms and conditions that are permissible with
respect to Awards made hereunder after the Effective Date.

         19.8. If any of the terms or provisions of this Plan conflict with the
requirements of Rule 16b-3 and/or Section 422 of the Code, then such terms or
provisions shall be deemed inoperative to the extent they so conflict with the
requirements of Rule 16b-3 and/or Section 422 of the Code. If this Plan does not
contain any provision required to be included herein under Rule 16b-3 and/or
Section 422 of the Code, such provision shall be deemed to be incorporated
herein with the same force and effect as if such provision had been set forth
herein.

         19.9. The masculine pronoun whenever used shall include the feminine
pronoun, and the singular shall include the plural unless the context clearly
indicates the distinction.

         19.10. The Plan shall be governed, construed and administered in
accordance with the laws of the State of New York.