CADMUS COMMUNICATIONS CORP/NEW
INCENTIVE STOCK PLAN
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>3
<FILENAME>dex106.txt
<DESCRIPTION>INCENTIVE STOCK PLAN
<TEXT>
<PAGE>

                                 Exhibit 10.6

                        CADMUS COMMUNICATIONS CORPORATION
                       1990 LONG TERM INCENTIVE STOCK PLAN
                        (As Amended through May 9, 2001)

                                  ARTICLE I.
                      Establishment, Purpose and Duration

     1.1  Establishment of the Plan. Cadmus Communications Corporation
(hereinafter referred to as the "Company"), a Virginia corporation, hereby
establishes an incentive compensation plan to be known as the "1990 Long Term
Incentive Stock Plan" (hereinafter referred to as the "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, Nonqualified Stock Options, Stock Appreciation Rights,
Restricted Stock, Performance Awards in the form of Performance Units and
Performance Shares and Other Stock Unit Awards.

     The Plan was adopted by the Board of Directors on, and shall become
effective, as of August 1, 1990 (the "Effective Date"), subject to the approval
by vote of shareholders of the Company in accordance with applicable laws.
Awards may be granted prior to shareholder approval of the Plan, but each such
Award shall be subject to the approval of the Plan by the shareholders.

     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 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 or extend the Plan at any time
pursuant to Article 14 herein, until May 31, 2002, 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, provided however,
that no Incentive Stock Options shall be granted under the Plan after July 30,
2000 and the Plan shall be considered terminated as of July 31, 2000 with
respect to the Incentive Stock Option aspect thereof, except with respect to
Incentive Stock Option 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:
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     (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, Nonqualified Stock Options, Stock Appreciation
Rights, Restricted Stock, Performance Units, Performance Shares or Other Stock
Unit Awards.

     (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.

     (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 an 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 shall change such that a majority of the Board shall no
     longer consist of Continuing Directors; or

          (iii) if at any time, (w) the Company shall consolidate with, or merge
     with, any other Person and the Company shall not be the continuing or
     surviving corporation, (x) 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, (y) the Company shall be a
     party to a statutory share exchange with any other Person after which the
     Company is Subsidiary of any other Person, or (z) 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.

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     (i)  "Committee" means the committee of the Board appointed to administer
the Plan pursuant to Article 3 herein, all of the members of which shall be
"disinterested persons" as defined in Rule 16b-3 under the Exchange Act or any
similar or successor rule. Unless otherwise determined by the Board, the members
of the committee responsible for executive compensation who are not employees of
the Company or its Subsidiaries shall constitute the Committee.

     (j)  "Company" means Cadmus Communications Corporation, or any successor
thereto as provided in Article 16 herein.

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

     (l)  "Fair Market Value" of a Share means the mean between the high and low
sales price of the Stock on the relevant date if it is a trading date, or if
not, on the most recent date on which the Stock was traded prior to such date,
as reported by the NASDAQ National Market System, or if, in the opinion of the
Committee, this method is inapplicable or inappropriate for any reason, the fair
market value as determined pursuant to a reasonable method adopted by the
Committee in good faith for such purpose.

     (m)  "Incentive Stock Option" or "ISO" means an option to purchase Stock,
granted under Article 6 herein, which is designated as an incentive stock option
and is intended to meet the requirements of Section 422A of the Code.

     (n)  "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. "Key Employees" does not
include directors of the Company who are not also employees of the Company or
its Subsidiaries.

     (o)  "Nonqualified Stock Option" or "NQSO" means an option to purchase
Stock, granted under Article 6 herein, which is not intended to be an incentive
Stock Option.

     (p)  "Option" means an Incentive Stock Option or a Nonqualified Stock
Option.

     (q)  "Other Stock Unit Award" means awards of Stock or other awards that
are valued in whole or in part by reference to, or are otherwise based on,
Shares or other securities of the Company.

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

     (s)  "Performance Award" means a performance-based Award, which may be in
the form of either Performance Shares or Performance Units.

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<PAGE>

     (t)  "Performance Share" means an Award, designated as a performance share,
granted to a Participant pursuant to Article 9 herein.

     (u)  "Performance Unit" means an Award, designated as a performance unit,
granted to a Participant pursuant to Article 9 herein.

     (v)  "Period of Restriction" means the period during which the transfer of
Shares of Restricted Stock is restricted, pursuant to Article 8 herein.

     (w)  "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).

     (x)  "Plan" means the Cadmus Communications Corporation 1990 Long Term
Incentive Stock Plan, as herein described and as hereafter from time to time
amended.

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

     (z)  "Restricted Stock" means an Award of Stock granted to a Participant
pursuant to Article 8 herein.

     (aa) "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.

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

     (cc) "Stock Appreciation Right" or "SAR" means an Award, designated as a
stock appreciation right, granted to a Participant pursuant to Article 7 herein.

                                 ARTICLE III.
                                Administration

     3.1  The Committee. The Plan shall be administered by the Committee which
shall have all powers necessary or desirable for such administration. The
express grant in this Plan of any specific power to the Committee shall not be
construed as limiting any power or authority of the Committee. In addition to
any other powers and, subject to the provisions of the Plan, the Committee shall
have the following specific powers: (i) to determine the terms and conditions
upon which the Awards may be made and exercised; (ii) to determine all terms and
provisions of each Agreement, which need not be identical; (iii) to construe and
interpret the Agreements and the Plan; (iv) to establish, amend or waive rules
or regulations for the Plan's administration; (v) to accelerate the
exercisability of any Award, the end of a Performance Period or termination of
any Period of Restriction; and (vi) to make all other determinations and take
all other actions necessary or advisable for the administration of the Plan.

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     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.

                                  ARTICLE IV.
                           Stock Subject to the Plan

     4.1  Number of Shares. Subject to adjustment as provided in Section 4.4
herein, the maximum aggregate number of Shares that may be issued pursuant to
Awards made under the Plan shall not exceed 1,450,000. No more than one-third of
the aggregate number of such Shares shall be issued in connection with
Restricted Stock Awards, Performance Awards or Other Stock Unit Awards. Except
as provided in Sections 4.2 and 4.3 herein, the issuance of Shares in connection
with the exercise of, or as other payment for Awards, under the Plan shall
reduce the number of Shares available for future Awards under the Plan.

     4.2  Lapsed Awards or Forfeited Shares. If any Award granted under this
Plan terminates, expires, or lapses for any reason other than by virtue of
exercise of the Award, or if Shares issued pursuant to Awards 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  Delivery of Shares as Payment. In the event a Participant pays the
Option Price for Shares pursuant to the exercise of an Option with previously
acquired Shares, the number of Shares available for future Awards under the Plan
shall be reduced only by the net number of new Shares issued upon the exercise
of the Option.

     4.4  Capital Adjustments. The number and class of Shares subject to each
outstanding Award, the Option Price and the aggregate number and class of Shares
for which Awards thereafter may be made shall be subject to such adjustment, if
any, as the Committee in its sole

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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 (a) no Participant may be granted
Options in any calendar year for more than 75,000 shares of Common Stock and (b)
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 a 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. In the case of an ISO, 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. In the
case of a NQSO, the Option Price shall not be less than 85% of the Fair Market
Value of the Stock on the Grant Date.

     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.

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<PAGE>

     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.

     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 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 by limitation,
restrictions under 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 any of the following forms:

          (a)  In connection with the grant, and exercisable in lieu of Options
     ("Tandem SARs");

          (b)  In connection with and exercisable in addition to the grant of
     Options ("Additive SARs") ;

          (c)  Independent of grant of the Options ("Freestanding SARs"); or

          (d)  In any combination of the foregoing.

     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

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<PAGE>

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 part, of a Related Option, shall cause a reduction in
the number of Shares subject to the Tandem 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  Exercise of Additive SARs. Additive SARs shall be deemed to be
exercised upon, and in addition to, the exercise of the Related Options. The
deemed exercise of Additive SARs shall not reduce the number of Shares with
respect to which the Related Options remains unexercised.

     7.4  Exercise of Freestanding SARs. Freestanding SARs may be exercised upon
whatever terms and conditions the Committee, in its sole discretion, imposes
upon such SARs.

     7.5  Other Conditions Applicable to SARs. No 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 SAR granted
under the Plan exceed ten years from the Grant Date. A SAR may be exercised only
when the Fair Market Value of a Share exceeds either (a) the Fair Market Value
per Share on the Grant Date in the case of a Freestanding SAR or (b) the Option
Price of the Related Option in the case of either a Tandem or Additive SAR. A
SAR shall be exercised by delivery to the Committee of a notice of exercise in
the form prescribed by the Committee.

     7.6  Payment Upon Exercise of SARs. Subject to the provisions of the
Agreement, upon the exercise of a 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 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 SAR over
(B) either (x) the Fair Market Value per Share on the Award Date in the case of
a Freestanding SAR or (y) the Option Price of the Related Option in the case of
either a Tandem or additive SAR.

     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 SAR.

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<PAGE>

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 SAR surrendered by the
Participant. If the election to receive cash is disapproved in whole or in part,
the 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 SARs. No 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
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 the 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 8 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:

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<PAGE>

          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 1990 Long Term
     Incentive Stock Plan of Cadmus Communications 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 Cadmus Communications 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.

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<PAGE>

                                  ARTICLE IX.
                              Performance Awards

     9.1  Grant of Performance Awards. Subject to the terms and provisions of
the Plan, Performance Awards in the form of either Performance Units or
Performance Shares may be granted to Participants 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 Performance Units or Performance Shares
granted to each Participant. Participants receiving Performance Awards are not
required to pay the Company therefor (except for applicable tax withholding)
other than the rendering of services.

     9.2  Value of Performance Awards. The Committee shall set performance goals
in its discretion for each Participant who is granted a Performance Award. The
extent to which such performance goals are met will determine the value of the
Performance Unit or Performance Share to the Participant. Such performance goals
may be Particular to a Participant, may relate to the performance of the
Subsidiary which employs him, or may be based on the performance of the Company
generally. The performance goals may be based on earnings or earnings growth,
return on assets, equity, capital employed 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. The performance goals may be
absolute in their terms or measured against or in relationship to other
companies comparably, similarly or otherwise situated. The Committee shall
determine the time period during which the performance goals must be met
("Performance Period"), provided, however, that the Performance Period may not
be less than six months from the Award Date. The terms and conditions of each
Performance Award will be set forth in an Agreement.

     9.3  Settlement of Performance Awards. After a Performance Period has
ended, the holder of a Performance Unit or Performance Share shall be entitled
to receive the value thereof based on the degree to which the performance goals
established by the Committee and set forth in the Agreement have been satisfied.

     9.4  Form of Payment. Payment of the amount to which a Participant shall
be entitled upon the settlement of Performance Award shall be made in cash,
Stock, or a combination thereof as determined by the Committee. Payment may be
made in a lump sum or installments as prescribed by the Committee.

     9.5  Nontransferability. No Performance Units or Performance Shares 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. All rights with respect to Performance Units and Performance
Shares granted to a Participant under the Plan shall not be exercisable until
the expiration of six months after the Award Date and thereafter during his
lifetime only by such Participant or his guardian or personal representative.

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                                  ARTICLE X.
                            Other Stock Unit Awards

     10.1 Grant. The Committee is authorized to grant to Participants, either
alone or in addition to other Awards made under the Plan, Other Stock Unit
Awards to be issued at such times, subject to or based upon achievement of such
performance or other goals and on such other terms and conditions as the
Committee shall deem appropriate and specify in the Agreement relating thereto,
which need not be the same with respect to each Participant. Stock or other
securities granted pursuant to Other Stock Unit Awards may be issued for no cash
consideration or for such minimum consideration as may be required by applicable
law. Stock or other securities purchased pursuant to Other Stock Unit Awards may
be purchased for such purchase Price as the Committee shall determine, which
Price shall be not less than 50% of the Fair Market Value of the Stock or other
securities on the Award Date.

     10.2 Sale and Transferability. Stock or other securities issued pursuant to
Other Stock Unit Awards may not be sold by a Participant until the expiration of
at least six months from the Award Date, except that such limitation shall not
apply in the case of death or disability of a Participant. To the extent Other
Stock Unit Awards are deemed to be derivative securities within the meaning of
Rule 16b-3 under the Exchange Act, a Participant's rights with respect to such
Awards shall not vest or be exercisable until the expiration of at least six
months from the Award Date. To the extent an Other Stock Unit Award granted
under the Plan is deemed to be a derivative security within the meaning of Rule
16b-3 of the Exchange Act, it may not be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated, otherwise than by will or by the laws of
descent and distribution. All rights with respect to such Other Stock Unit
Awards granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant or his guardian or personal representative.

                                  ARTICLE XI.
                             Loans to Participants

     The Committee is authorized to make loans to Participants, upon such terms
and conditions as deemed appropriate by the Committee, for the purpose of
enabling Participants to pay the Option Price for Shares or other purchase price
of Awards made under the Plan. Such loans may include amounts necessary to pay
Participant's tax liability in connection with an Award.

                                 ARTICLE XII.
                               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

                                       12
<PAGE>

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 XIII.
                 Modification, Extension and Renewal of Awards

     Subject to the terms and conditions and within the limitations of the Plan,
the Committee may modify, extend or renew outstanding Awards, or, if authorized
by the Board, accept the surrender of outstanding Awards (to the extent not yet
exercised) granted under the Plan and authorize the granting of new Awards
pursuant to the Plan in substitution therefor, and the substituted Awards may
specify a longer term than the surrendered Awards or may contain any other
provisions that are authorized by the Plan, provided, however, that the
substituted Awards may not specify a lower exercise price than the surrendered
Awards. The Committee may also modify, the terms of an 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 XIV.
              Amendment, Modification and Termination of the Plan

     14.1 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.

     14.2 Awards Previously Granted. No termination, amendment or modification
of the Plan other than pursuant to Section 4.4 herein shall in any manner
adversely affect any Award theretofore granted under the Plan, without the
written consent of the Participant.

                                  ARTICLE XV.
                                  Withholding

     15.1 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.

     15.2 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

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<PAGE>

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 XVI.
                                  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 XVII.
                                    General

     17.1 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 SROs as may
be required.

     17.2 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.

     17.3 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.

     17.4 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.

     17.5 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.

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