CENTURY BANCSHARES INC, S-8, 1997-10-17

CENTURY BANCSHARES INC
S-8, 1997-10-17
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

As filed with the Securities and Exchange Commission on October 17, 1997
Registration No. 333-
--------
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------------

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

--------------------

CENTURY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 52-1489098
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

--------------------

1275 PENNSYLVANIA AVENUE, N. W.
WASHINGTON, D. C. 20004
(202) 496-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

CENTURY BANCSHARES, INC. 1994 STOCK OPTION PLAN
CENTURY BANCSHARES, INC. INCENTIVE STOCK OPTION PLAN FOR KEY EMPLOYEES
CENTURY BANCSHARES, INC. NON-QUALIFIED STOCK OPTION PLAN FOR DIRECTORS
(Full title of the plans)

JOSEPH S. BRACEWELL
PRESIDENT
CENTURY BANCSHARES, INC.
1275 PENNSYLVANIA AVENUE, N. W.
WASHINGTON, D. C. 20004
(713) 658-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

A COPY TO:

JOHN R. BRANTLEY
BRACEWELL & PATTERSON, L.L.P.
SOUTH TOWER PENNZOIL PLACE
711 LOUISIANA, SUITE 2900
HOUSTON, TEXAS 77002-2781

--------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(2)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 200,233
$1.00 par value shares $4.97 $995,889 $302
=====================================================================================================
</TABLE>

(1) Represents the number of shares of Common Stock currently reserved for
issuance under the Registrant's plans referred to above (the "Plans").
This Registration Statement shall also include an indeterminable number of
additional shares of Common Stock issuable pursuant to the antidilution
provisions of the Plans.

(2) Calculated pursuant to Rule 457(h) based on (i) the average of the high
and low sales prices of the Common Stock of $8.875 on October 14,1997 for
the 17,501 shares not presently under option and (ii) the average price of
$4.60 per share at which the 182,732 shares presently under option are
exercisable.

================================================================================
<PAGE> 2
P A R T I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

* The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this Registration Statement in accordance with the Note to Part I of
Form S-8 and Rule 428 promulgated under the Securities Act.

P A R T I I

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following materials previously filed by Century Bancshares, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference: the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, the Company's Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31 and June 30, 1997,
and the description of the Common Stock of the Company contained in the
registration statement on Form 8-A filed on September 18, 1997. All documents
filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all the Common Stock
registered hereunder has been sold or which deregisters all Common Stock then
remaining unsold shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

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<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the shares of Common Stock offered pursuant to this
Registration Statement will be passed upon for the Company by Bracewell &
Patterson, L. L. P., Houston, Texas. Mr. John R. Cope, a director and officer
of the Company, is a partner in such firm. Mr. Cope and other partners of such
firm own in the aggregate approximately four percent of the Registrant's shares
of Common Stock outstanding.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Delaware General Corporation Law

Section 145(a) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 145(b) of the DGCL states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

Section 145(c) of the DGCL provides that to the extent that a present or
former director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or

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<PAGE> 4
proceeding referred to in subsections (a) and (b), or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the present or former director or officer is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subsections (a) and (b). Such determination shall be made (1) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) by a committee of such
directors designated by majority note of such directors, even though less than a
quorum, or (3) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (4) by the stockholders.

Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including attorneys' fees) incurred by former directors and officers
or other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.

Section 145(f) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.

Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.

Section 145(j) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

Certificate of Incorporation

The Certificate of Incorporation, as amended, provides that no director
shall be liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty except in the

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<PAGE> 5
instance of (i) the breach of the duty of loyalty, (ii) intentional acts or
knowing misconduct, (iii) violations of Section 174 of the DGCL or (iv) for
receiving an improper benefit.

By-laws

Article VII of the By-laws authorizes the Company to indemnify any
director, officer or employee entitled to indemnity under law, to the fullest
extent permitted by law.

Indemnity Agreements

The Company is party to indemnity agreements with all of its officers and
directors. The agreement provides, among other things, that the Company shall
indemnify an officer or director when he is a party or threatened to be a party
to an action, suit or proceeding by reason of the fact that he is or was a
director or officer of the Company. The Company shall indemnify such director
or officer against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action or
proceeding. In any event, no indemnification shall be made if the officer or
director is adjudged liable to the Company.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits are filed as part of this Registration Statement.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ -----------------------
<S> <C>
3.1 Certificate of Incorporation, as amended, of the Company (incorporated herein by reference to exhibit
no. 3.1 filed as part of the Company's Registration Statement on Form S-1 (Registration No. 333-14417).

3.2 Bylaws of the Company (incorporated herein by reference to exhibit no. 3.2 filed as part of the
Company's Registration Statement on Form S-1 (Registration No. 333-14417).

4.1 Century Bancshares, Inc. 1994 Stock Option Plan (incorporated herein by reference to exhibit no. 10.1
filed as part of the Company's Registration Statement on Form S-1 (Registration No. 333-14417).

4.2* Form of stock option agreement for use with employees under the Century Bancshares, Inc. 1994 Stock
Option Plan.

4.3* Form of stock option agreement for use with directors under the Century Bancshares, Inc. 1994 Stock
Option Plan.
</TABLE>

II-4
<PAGE> 6
<TABLE>
<S> <C>
4.4 Century Bancshares, Inc. Incentive Stock Option Plan for Key Employees (incorporated herein by
reference to exhibit no. 10.2 filed as part of the Company's Registration Statement on Form S-1
(Registration No. 333-14417).

4.5* Form of incentive stock option agreement for use under Century Bancshares, Inc. Incentive Stock Option
Plan for Key Employees.

4.6 Century Bancshares, Inc. Non-Qualified Stock Option Plan for Directors (incorporated herein by
reference to exhibit no. 10.4 filed as part of the Company's Registration Statement on Form S-1
(Registration No. 333-14417).

4.7* Form of stock option agreement for use under Century Bancshares, Inc. Non-Qualified Stock Option Plan
for Directors

5* Opinion of Bracewell & Patterson, L. L. P.

23.1* Consent of Bracewell & Patterson, L.L.P. (contained in Exhibit 5)

23.2* Consent of KPMG Peat Marwick LLP
</TABLE>

- -----------------
*Filed herewith

ITEM 9. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the

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<PAGE> 7
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
promulgated under the Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

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<PAGE> 8
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on October 17,
1997.

CENTURY BANCSHARES, INC.

By: /s/ JOSEPH S. BRACEWELL
-------------------------------
Joseph S. Bracewell
Chairman of the Board, President
and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints
each of Joseph S. Bracewell and Bernard J. Cravath, with full power to act
without the other, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (until revoked in writing) to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, to file the same, together with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
to sign any and all applications, registration statements, notices and other
documents necessary or advisable to comply with the applicable state securities
authorities, granting unto said attorneys-in-fact and agents or any of them, or
their or his substitutes or substitute, full power and authority to perform and
do each and every act and thing necessary and advisable as fully to all intents
and purposes as he might or could perform and do in person, thereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
indicated capacities on October 17, 1997.

<TABLE>
<S> <C>
/s/ JOSEPH S. BRACEWELL Chairman of the Board, President and Chief
- ----------------------------------------------- Executive Officer (Principal Financial and
Joseph S. Bracewell Accounting Officer)

/s/ GEORGE CONTIS Director
- -----------------------------------------------
George Contis
</TABLE>

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<PAGE> 9
<TABLE>
<S> <C>
/s/ BERNARD J. CRAVATH Director
- -----------------------------------------------
Bernard J. Cravath

/s/ NEAL R. GROSS Director
- -----------------------------------------------
Neal R. Gross

/s/ JOSEPH H. KOONZ, JR. Director
- -----------------------------------------------
Joseph H. Koonz, Jr.

/s/ WILLIAM McKEE Director
- -----------------------------------------------
William McKee

/s/ WILLIAM C. OLDAKER Director
- -----------------------------------------------
William C. Oldaker

/s/ JOHN R. COPE Director
- -----------------------------------------------
John R. Cope
</TABLE>

II-8
<PAGE> 10
EXHIBIT INDEX

The following exhibits are filed as part of this Registration Statement.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
<S> <C>
3.1 Certificate of Incorporation, as amended, of the Company (incorporated herein by reference to exhibit no.
3.1 filed as part of the Company's Registration Statement on Form S-1 (Registration No. 333-14417).

3.2 Bylaws of the Company (incorporated herein by reference to exhibit no. 3.2 filed as part of the Company's
Registration Statement on Form S-1 (Registration No. 333-14417).

4.1 Century Bancshares, Inc. 1994 Stock Option Plan (incorporated herein by
reference to exhibit no. 10.1 filed as part of the Company's Registration
Statement on Form S-1 (Registration No. 333-14417).

4.2* Form of stock option agreement for use with employees under the Century Bancshares, Inc. 1994 Stock Option
Plan.

4.3* Form of stock option agreement for use with directors under the Century
Bancshares, Inc. 1994 Stock Option Plan.

4.4 Century Bancshares, Inc. Incentive Stock Option Plan for Key Employees (incorporated herein by reference
to exhibit no. 10.2 filed as part of the Company's Registration Statement on Form S-1 (Registration No.
333-14417).

4.5* Form of incentive stock option agreement for use under Century Bancshares, Inc.
Incentive Stock Option Plan for Key Employees.

4.6 Century Bancshares, Inc. Non-Qualified Stock Option Plan for Directors (incorporated herein by reference
to exhibit no. 10.4 filed as part of the Company's Registration Statement on Form S-1 (Registration No.
333-14417).

4.7* Form of stock option agreement for use under Century Bancshares, Inc. Non-
Qualified Stock Option Plan for Directors

5* Opinion of Bracewell & Patterson, L. L. P.

23.1* Consent of Bracewell & Patterson, L.L.P. (contained in Exhibit 5)

23.2* Consent of KPMG Peat Marwick LLP
</TABLE>

- ------------------
*Filed herewith

<PAGE> 1
Exhibit 4.2

INCENTIVE STOCK OPTION AGREEMENT
(Employee)

This Incentive Stock Option Agreement ("Option Agreement") is between
Century Bancshares, Inc., a Delaware corporation (the "Company"), and
________________________ (the "Optionee").

W I T N E S S E T H:

WHEREAS, the Company has heretofore adopted the Century Bancshares,
Inc. 1994 Stock Option Plan (the "Plan") for the purpose of providing employees
of the Company or Century National Bank (the "Bank") (as defined in the Plan)
with additional incentive to promote the success of the business, to increase
their proprietary interest in the success of the Company, and to encourage them
to remain in the employ of the Company or the Bank; and

WHEREAS, the Company, acting through the Compensation Committee
designed by the Board of Directors (the "Committee"), has determined that its
interests will be advanced by the issuance to Optionee of incentive stock
options under the Plan:

NOW, THEREFORE, for and in consideration of these premises it is
agreed as follows:

1. Options. Subject to the terms and conditions contained
herein, the Company hereby irrevocably grants to Optionee the right and option
("Options") to purchase from the Company _____ shares of the Company's common
stock, $1.00 par value ("Common Stock"), at a price of $_____ per share, which
is deemed to be not less than the fair market value of the Common Stock at the
date of grant of the Options.

2. Option Period; Vesting. The Options herein granted may be
exercised by Optionee in whole or in part at any time during the period
beginning six (6) months after the date hereof, and ending ten (10) years after
the date hereof ("Option Period"), subject to the limitation that said Options
shall not be exercisable for more than a percentage of the aggregate number of
shares offered by this Option Agreement determined by the number of months
Optionee is employed with the Company or the Bank from the effective date of
this Option Agreement to the date of such exercise, in accordance with the
following schedule:

<TABLE>
<CAPTION>
Number of Full Percentage of
Months of Employment Shares Purchasable
-------------------- ------------------
<S> <C>
Less than six months None
Six months or more, but less than 18 months 25%
18 months or more, but less than 30 months 50%
30 months or more, but less than 42 months 75%
42 months or more, but less than 120 months 100%
</TABLE>
<PAGE> 2
Notwithstanding anything in this Agreement to the contrary, the Committee in
its sole discretion may waive the foregoing schedule of vesting and, upon
written notice to Optionee, accelerate the earliest date or dates on which the
Options granted hereunder are exercisable with respect to any of the shares
offered.

4. Termination of Employment. If Optionee's employment with the
Company or the Bank is terminated during the Option Period for any reason other
than death or disability, Options granted to him or her hereunder which are not
exercisable on such date thereupon terminate. Any Options which are
exercisable on the date of his or her termination of employment may be
exercised during a three-month period beginning on such date; provided,
however, if Optionee's termination of employment is due to Optionee's
dishonesty, theft, embezzlement from the Company or the Bank, disclosing trade
secrets of the Company or the Bank, willful violation of any rules of the
Company or the Bank pertaining to the conduct of individuals performing
services for the Company or the Bank, or the commission of a willful felonious
act while in the employment of the Company or the Bank, then any option or
unexercised portion thereof granted to Optionee, shall expire upon such
termination.

5. Disability or Death. In the event of the determination of
disability or death of an Optionee under the Plan while he or she is employed
by the Company, all Options hereunder exercisable at the date of such
disability or death shall be thereafter exercisable by Optionee, the guardian
of his or her estate, his or her executor or administrator, or the person or
persons to whom his or her rights under this Option Agreement shall pass by
will or by the laws of descent and distribution, as the case may be, for a
period of one year from the date of Optionee's disability or death, unless this
Option Agreement should earlier terminate in accordance with its other terms.
In no event may any Options be exercised after the end of the Option Period.
Optionee shall be deemed to be disabled if, in the opinion of a physician
selected by the Committee, he or she is incapable of performing services for
the Company or the Bank of the kind he or she was performing at the time the
disability occurred by reason of any medically determinable physical or mental
impairment which can be expected to result in death or to be of long, continued
and indefinite duration. The date

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<PAGE> 3
of determination of disability for purposes hereof shall be the date of such
determination by such physician.

6. Transferability. Neither the Options granted hereunder nor
any rights or benefits of Optionee under this Option Agreement shall be
transferable by Optionee otherwise than by the Optionee's will or by the laws
of descent and distribution. During the lifetime of Optionee, the Options
shall be exercisable only by him or her. Any heir or legatee of Optionee shall
take rights herein granted subject to the terms and conditions hereof. No such
transfer of this Option Agreement to heirs or legatees of Optionee shall be
effective to bind the Company unless the Company shall have been furnished with
written notice thereof and a copy of such evidence as the Committee may deem
necessary to establish the validity of the transfer and the acceptance by the
transferee or transferees of the terms and conditions hereof.

7. No Rights as Stockholder. Optionee shall have no rights as a
stockholder with respect to any shares of Common Stock covered by this Option
Agreement until the date of issuance of a certificate for shares of Common
Stock purchased pursuant to this Option Agreement. Until such time, Optionee
shall not be entitled to dividends or to vote at meetings of the stockholders
of the Company. Except as provided in paragraph 9 hereof, no adjustment shall
be made for dividends (ordinary or extraordinary, whether in cash or securities
or other property) paid or distributions of other rights granted in respect of
any share of Common Stock for which the record date for such payment,
distribution or grant is prior to the date upon which Optionee shall have been
issued share certificates, as provided hereinabove.

8. Extraordinary Corporate Transactions. If the Company
recapitalizes or otherwise changes its capital structure, or merges,
consolidates, sells all of its assets or dissolves (each of the foregoing a
"Fundamental Change"), then thereafter upon any exercise of Options granted
hereunder, Optionee shall be entitled to purchase under such Options, in lieu
of the number of shares of Common Stock as to which such Options shall then be
exercisable, the number and class of shares of stock and securities to which
Optionee would have been entitled pursuant to the terms of the Fundamental
Change if, immediately prior to such Fundamental Change, Optionee had been the
holder of record of the number of shares of Common Stock as to which such
Options are then exercisable. If the Company shall not be the surviving entity
upon the occurrence of a Fundamental Change, the Options granted hereunder
shall be governed by subparagraph 6(i) of the Plan.

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<PAGE> 4
of the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceedings, whether of a similar
character or otherwise. If the outstanding shares of Common Stock of the
Company shall at any time be changed or exchanged by declaration of a stock
dividend, stock split, combination of shares, or recapitalization, the number
and kind of shares subject to the Plan or subject to any Options theretofore
granted, and the Option prices, shall be appropriately and equitable adjusted
so as to maintain the proportionate number of shares without changing the
aggregate Option price.

10. Compliance With Securities Laws. Upon the acquisition of any
shares pursuant to the exercise of the Options herein granted, Optionee (or
any person acting under paragraph 6) will enter into such written
representations, warranties and agreements as the Company may reasonably
request in order to comply with applicable securities laws or with this Option
Agreement.

11. Compliance With Laws. Notwithstanding any of the other
provisions hereof, Optionee agrees that he or she will not exercise the Options
granted hereby, and that the Company will not be obligated to issue any shares
pursuant to this Option Agreement, if the exercise of the Options or the
issuance of such shares of Common Stock would constitute a violation by
Optionee or by the Company of any provision of any law or regulation of any
governmental authority.

12. Resolution of Disputes. As a condition of the granting of the
Options hereby, Optionee and his or her heirs and successors agree that any
dispute or disagreement which may arise hereunder shall be determined by the
Committee in its sole discretion and judgment, and that any such determination
and any interpretation by the Committee of the terms of this Option Agreement
shall be final and shall be binding and conclusive, for all purposes, upon the
Company, Optionee, his or her heirs and personal representatives.

13. Legends on Certificate. The certificates representing the
shares of Common Stock purchased by exercise of any Options will be stamped or
otherwise imprinted with legends in such form as the Company or its counsel may
require with respect to any applicable restrictions on sale or transfer and the
stock transfer records of the Company will reflect stop-transfer instructions
with respect to such shares.

14. Notices. Every notice hereunder shall be in writing and shall
be given by registered or certified mail. All notices of the exercise of any
Options hereunder shall be directed to Century Bancshares, Inc., 1275
Pennsylvania Avenue, N.W., Washington, D.C. 20004, Attention: Corporate
Secretary. Any notice given by the Company to Optionee directed to him or her
at his or her address on file with the Company shall be effective to bind him
or her and any other person who shall acquire rights hereunder. The Company
shall be under no obligation whatsoever to advise Optionee of the existence,
maturity or termination of any of Optionee's rights hereunder and Optionee
shall

-4-
<PAGE> 5
be deemed to have familiarized himself or herself with all matters contained
herein and in the Plan which may affect any of Optionee's rights or privilege
hereunder.

15. Construction and Interpretation. Whenever the term "Optionee"
is used herein under circumstances applicable to any other person or persons to
whom this award, in accordance with the provisions of paragraph 6 hereof, may
be transferred, the word "Optionee" shall be deemed to include such person or
persons.

16. Notice of Disposition. If Optionee disposes of any shares of
Common Stock acquired pursuant to the exercise of any Options granted hereunder
prior to the earlier of (i) two years from the date of this Option Agreement or
(ii) one year from the date the shares of Common Stock were acquired, Optionee
shall notify the Company of such disposition within ten days of its occurrence
and deliver to the Company any amount of federal or state income tax
withholding required by law. Payment of the withholding shall be made in
accordance with Section 10 of the Plan. If Optionee fails to pay the
withholding tax, the Company is authorized to withhold from any cash
remuneration then or thereafter payable to Optionee any tax required to be
withheld by reason of any disposition named herein.

17. Agreement Subject to Plan. This Option Agreement is subject
to the Plan. The terms and provisions of the Plan (including any subsequent
amendments thereto) are hereby incorporated herein by reference thereto. In
the event of a conflict between any term or provision contained herein and a
term or provision of the Plan, the applicable terms and provisions of the Plan
will govern and prevail. All definitions of words and terms contained in the
Plan shall be applicable to this Option Agreement.

18. Employment Relationship. Employees shall be considered to be
in the employment of the Company as long as they remain employees of the
Company or the Bank. Any questions as to whether and when there has been a
termination of such employment and the cause of such termination shall be
determined by the Committee, and its determination shall be final. Nothing
contained herein shall be construed as conferring upon Optionee the right to
continue in the employ of the Company, nor shall anything contained herein be
construed or interpreted to limit the "employment at will" relationship between
Optionee and the Company.

19. Binding Effect. This Option Agreement shall be binding upon
and inure to the benefit of any successors to the Company and all persons
lawfully claiming under Optionee.

-5-
<PAGE> 6
IN WITNESS WHEREOF, this Option Agreement has been executed and is
effective as of the ______ day of _________________, ______.

CENTURY BANCSHARES, INC.

ATTEST:

By:
-------------------------------------
Name:
------------------------------
Title:
-----------------------------

- ----------------------------------
Name:
-----------------------------
Title:
----------------------------

OPTIONEE

----------------------------------------
Name:
-----------------------------------

-6-

<PAGE> 1
Exhibit 4.3

NONQUALIFIED STOCK OPTION AGREEMENT
(Director)

This Nonqualified Stock Option Agreement ("Option Agreement") is
between Century Bancshares, Inc., a Delaware corporation (the "Company"), and
________________________ (the "Optionee").

W I T N E S S E T H:

WHEREAS, the Company has heretofore adopted the Century Bancshares,
Inc. 1994 Stock Option Plan (the "Plan") for the purpose of providing employees
of the Company and Century National Bank (the "Bank") (as defined in the Plan)
with additional incentive to promote the success of the business, to increase
their proprietary interest in the success of the Company, and to encourage them
to remain in the employ or remain as a director of the Company or the Bank; and

NOW, THEREFORE, for and in consideration of these premises it is
agreed as follows:

2. Option Period; Vesting. The Options herein granted may be
exercised by Optionee in whole or in part at any time during the period
beginning on the date hereof, and ending ten (10) years after the date hereof
("Option Period").

3. Procedure for Exercise. The Options herein granted may be
exercised by written notice by Optionee to the Secretary of the Company setting
forth the number of shares of Common Stock with respect to which the Options
are to be exercised accompanied by payment for the shares to be purchased, and
specifying the address to which the certificate for such shares is to be
mailed. Payment shall be in the form of cash or cashier's check, bank draft,
postal or express money order payable to the order of the Company, or at the
option of Optionee, shares of Common Stock theretofore owned by Optionee (or a
combination of cash and Common Stock). As promptly as practicable after
receipt of such written notification and payment, the Company shall deliver to
Optionee certificates for the number of shares of Common Stock with respect to
which such Options have been so exercised.
<PAGE> 2
4. Termination of Employment. If Optionee's employment with the
Company or the Bank is terminated during the Option Period for any reason other
than death or disability or if Optionee ceases to serve on the Board of the
Company or the Bank during the Option Period for any reason other than death or
disability, Options granted to him or her hereunder which are not exercisable
on such date thereupon terminate except as hereinafter provided. Any Options
which are exercisable on the date of his or her termination of employment or
cessation from the Board shall be exercisable during a three-month period
beginning on such date; provided, however, if Optionee's termination of
employment or cessation from the Board is due to Optionee's dishonesty, theft,
embezzlement from the Company or the Bank, disclosing trade secrets of the
Company or the Bank, willful violation of any rules of the Company or the Bank
pertaining to the conduct of individuals performing services for the Company or
the Bank, or the commission of a willful felonious act while in the employment
of the Company or the Bank or while serving on the Board, then any option or
unexercised portion thereof granted to Optionee, shall expire upon such
termination.

5. Disability or Death. In the event of the determination of
disability or death of an Optionee under the Plan while he or she is employed
by the Company or while he or she serves on the Board, all Options hereunder
exercisable at the date of such disability or death shall be thereafter
exercisable by Optionee, the guardian of his or her estate, his or her executor
or administrator, or the person or persons to whom his or her rights under this
Option Agreement shall pass by will or by the laws of descent and distribution,
as the case may be, for a period of one year from the date of Optionee's
disability or death, unless this Option Agreement should earlier terminate in
accordance with its other terms. In no event may any Options be exercised
after the end of the Option Period. Optionee shall be deemed to be disabled
if, in the opinion of a physician selected by the Committee, he or she is
incapable of performing services for the Company or the Bank of the kind he or
she was performing at the time the disability occurred by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or to be of long, continued and indefinite duration. The date
of determination of disability for purposes hereof shall be the date of such
determination by such physician.

7. No Rights as Stockholder. Optionee shall have no rights as a
stockholder with respect to any shares of Common Stock covered by this Option
Agreement until the date of issuance of a

-2-
<PAGE> 3
certificate for shares of Common Stock purchased pursuant to this Option
Agreement. Until such time, Optionee shall not be entitled to dividends or to
vote at meetings of the stockholders of the Company. Except as provided in
paragraph 9 hereof, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash or securities or other property) paid or
distributions of other rights granted in respect of any share of Common Stock
for which the record date for such payment, distribution or grant is prior to
the date upon which Optionee shall have been issued share certificates, as
provided hereinabove.

9. Changes in Capital Structure. The existence of outstanding
Options shall not affect in any way the right or power of the Company or its
shareholder to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issuance of
Common Stock or subscription rights thereof, or any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceedings, whether of a similar character or
otherwise. If the outstanding shares of Common Stock of the Company shall at
any time be changed or exchanged by declaration of a stock dividend, stock
split, combination of shares, or recapitalization, the number and kind of
shares subject to the Plan or subject to any Options theretofore granted, and
the Option prices, shall be appropriately and equitable adjusted so as to
maintain the proportionate number of shares without changing the aggregate
Option price.

-3-
<PAGE> 4
Options or the issuance of such shares of Common Stock would constitute a
violation by Optionee or by the Company of any provision of any law or
regulation of any governmental authority.

12. Withholding of Tax. To the extent that the exercise of the
Options granted hereunder or the disposition of shares of Common Stock acquired
by exercise of the Options results in compensation income to Optionee for
federal or state income tax purposes, Optionee shall pay to the Company at the
time of such exercise or disposition (or such other time as the law permits if
Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as
amended) such amount of money as the Company may require to meet its obligation
under applicable tax laws or regulations; and, if Optionee fails to do so, the
Company is authorized to withhold from any cash remuneration then or thereafter
payable to Optionee, any tax required to be withheld by reason of such
resulting compensation income or Company may otherwise refuse to issue or
transfer any shares otherwise required to be issued or transferred pursuant to
the terms hereof. Payment of the withholding tax by Optionee shall be made in
accordance with Section 10 of the Plan.

13. Resolution of Disputes. As a condition of the granting of the
Options hereby, Optionee and his or her heirs and successors agree that any
dispute or disagreement which may arise hereunder shall be determined by the
Committee in its sole discretion and judgment, and that any such determination
and any interpretation by the Committee of the terms of this Option Agreement
shall be final and shall be binding and conclusive, for all purposes, upon the
Company, Optionee, his or her heirs and personal representatives.

14. Legends on Certificate. The certificates representing the
shares of Common Stock purchased by exercise of any Options will be stamped or
otherwise imprinted with legends in such form as the Company or its counsel may
require with respect to any applicable restrictions on sale or transfer and the
stock transfer records of the Company will reflect stop-transfer instructions
with respect to such shares.

15. Notices. Every notice hereunder shall be in writing and shall
be given by registered or certified mail. All notices of the exercise of any
Options hereunder shall be directed to Century Bancshares, Inc., 1875 Eye
Street, N.W., Washington, D.C. Attention: Corporate Secretary. Any notice
given by the Company to Optionee directed to him or her at his or her address
on file with the Company shall be effective to bind him or her and any other
person who shall acquire rights hereunder. The Company shall be under no
obligation whatsoever to advise Optionee of the existence, maturity or
termination of any of Optionee's rights hereunder and Optionee shall be deemed
to have familiarized himself or herself with all matters contained herein and
in the Plan which may affect any of Optionee's rights or privilege hereunder.

16. Construction and Interpretation. Whenever the term "Optionee"
is used herein under circumstances applicable to any other person or persons to
whom this award, in accordance with the

-4-
<PAGE> 5
provisions of paragraph 6 hereof, may be transferred, the word "Optionee" shall
be deemed to include such person or persons.

19. Binding Effect. This Option Agreement shall be binding upon
and inure to the benefit of any successors to the Company and all persons
lawfully claiming under Optionee.

IN WITNESS WHEREOF, this Option Agreement has been executed and is
effective as of the ______ day of _________________, ______.

CENTURY BANCSHARES, INC.
ATTEST:

By:
-------------------------------------
Name:
------------------------------
Title:
-----------------------------

- ----------------------------------
Name:
-----------------------------
Title:
----------------------------

OPTIONEE

----------------------------------------
Name:
-----------------------------------

-5-

<PAGE> 1

Exhibit 4.5

CENTURY BANCSHARES, INC.

INCENTIVE STOCK OPTION AGREEMENT

THIS INCENTIVE STOCK OPTION AGREEMENT (the "Agreement"), made this ___
day of ____________, 19 , Washington, D.C. between CENTURY BANCSHARES, INC.,
a Delaware corporation (hereinafter called the "Company"), and
____________________ __ (hereinafter called "Employee").

R E C I T A L S:

WHEREAS, the Company has adopted the Company Incentive Stock Option
Plan For Key Employees (the "Plan"), which Plan is incorporated by reference
and made a part of this Agreement; and

WHEREAS, the Stock Option Committee (the "Committee") has determined
that it would be in the best interests of the Company and its stockholders to
grant the option provided for herein (the "Option") to Employee pursuant to the
Plan and the terms set forth herein as an inducement to remain in the service
of the Company and as an incentive for increased efforts during such service;
and

WHEREAS, the Employee is employed by the Company or one of its bank
subsidiaries as an officer or key employee;

NOW THEREFORE, in consideration of the premises and of services to be
performed by the Employee, and the mutual covenants hereinafter set forth, the
parties hereto agree as follows:

1. Grant of the Option. The Company hereby grants to Employee
the right and option to purchase, on the terms and conditions hereinafter set
forth, all or any part of an aggregate of _____ shares of the presently
authorized but unissued Common Stock of the Company, $1.00 par value
(hereinafter called the "Stock"). The purchase price of the Stock subject to
this Option shall be $_____ per share, which price is not less than 100% of the
per share fair market value of such Stock as of the date hereof.

In the event the outstanding shares of Stock are hereinafter increased
or decreased or changed for a definite number of kind of shares or other
securities of the Company of another corporation (whether in a merger,
consolidation or other reorganization, recapitalization, reclassification,
combination of shares, stock split, stock dividend, or other distribution
payable in capital stock), then, subject to Paragraph 5 below and the
applicable terms of the Plan, appropriate adjustment shall be made in the
number and kind of shares as to which this Option may be exercisable, so that
the proportionate interest of the holder of the Option shall, to the extent
practicable, be maintained as
<PAGE> 2
before the occurrence of such event. Such adjustments shall be made without
change in the total price applicable to the unexercised portion of the Option
but with a corresponding adjustment in the Option price per share.

2. Exercise of Incentive Option.

(a) Provided the conditions of subparagraphs (b), (c),
(d), and (e) of this Paragraph 2 have been satisfied, Employee may
exercise this Option as follows: This Option may be exercised to a
maximum cumulative extent of 25% of the total shares of Stock covered
by the Option after six (6) months from the date hereof, 50% of the
total shares of Stock after eighteen (18) months from the date hereof,
75% of the total shares of Stock after thirty (30) months from the
date hereof, and 100% of the total shares of Stock after forty-two
(42) months from the date hereof.

(b) This Option cannot be exercised at any time more than
seven years from the date of this Agreement first above written.
Furthermore, subject to the limitations of subparagraph (a) above,
Employee may not exercise this Option more often than twice during any
calendar year. The Option is not transferable or assignable by the
Employee other than by will or the laws of descent and distribution.
The Option shall be exercisable by the Employee only during his
lifetime. However, in the event of the disability of Employee while
employed by the Company, or in the event of the death of Employee
during the period he is employed by the Company or a bank subsidiary,
during the three (3) month period described in subparagraph (d) below,
or during the one (1) year disability period described in (i) below,
this Option may be exercised as follows: (i) In the case of
disability, the Option must be exercised at any time or intervals
within a period of one (1) year after Employee's termination of
employment as a result of such disability. Employee shall be deemed
to be disabled if, in the opinion of a physician selected by the
Company, Employee is incapable of performing service for the Company
or a bank subsidiary by reason of any medically determinable physical
or mental impairment which can be expected to result in death or to be
of long, contained and indefinite duration. (ii) In the case of
Employee's death during the period he is employed by the Company or a
bank subsidiary, or during the three (3) month period described in
subparagraph (d) below or during the one (1) year period applicable to
disability described in part (i) of this subparagraph (b), the Option
must be exercised within one year of death. Such exercise may be by
Employee, by the executor or administrator of his estate, or by the
person or persons to whom his rights under this Option shall pass by
will or the laws of descent and distribution, but in no event may the
Option be exercised after its expiration.

(c) The Option shall be exercised in whole or in part
with respect to whole shares only within the period permitted for
exercise thereof, and shall be exercised by written notice

-2-

<PAGE> 3
to the Secretary or the Assistant Secretary of the Company of intent
to exercise the Option with respect to a specified number of shares of
the Stock with respect to which the Option is then being exercised.
The payment of the option price shall accompany such notice and shall
be in the form of (i) cash, (ii) a certified or cashier's check, bank
draft, or postal or express money order payable to the order of the
Company, (iii) shares of Stock already owned by Employee, duly
endorsed to the order of the Company, having a total fair market value
(as determined by the Committee) equal to the full purchase price of
the Stock being purchased, or (iv) any combination of the
above-referenced consideration equal to the purchase price of the
Stock being purchased. The notice must also include a written
representation by Employee or the purchaser that at the time of such
exercise, it is Employee's or the purchaser's intention to acquire the
Stock for investment purposes. Furthermore, in the event the option
is being exercised by a person or persons other than Employee,
appropriate proof of the right of such person or persons to exercise
the option and other pertinent date as the Company may reasonably deem
necessary shall accompany the notice.

(d) If Employee's employment with the Company or a bank
subsidiary shall be terminated for any reason other than death or
disability, Employee must exercise the portion of the Option
exercisable on the date of termination of employment during the three
(3) month period beginning on such date. All other rights Employee
may have under this Option and the Plan, including the right to
exercise any portion of the Option which is not exercisable on the
date of termination, shall cease.

(e) Upon the Company's determination that the Option has
been validly exercised as to any of the Stock, the Secretary of the
Company shall issue certificates in the Employee's name for the number
of shares set forth in his written notice. However, the Company shall
not be liable to the employee for damages relating to any delays in
issuing the certificates to him, any loss of the certificates, or any
mistakes or errors in the issuance of the certificates or in the
certificates themselves.

3. Notices. Any notice required to be given under the terms of
this Option Agreement shall be addressed to the Company in care of its
Secretary or Assistant Secretary at the principal executive office of the
Company in Washington, D.C., and any notice to be given to Employee shall be
addressed to him at the address given by him beneath his signature hereto or
such other address as either party hereto may hereafter designate in writing to
the other. Any such notice shall be deemed to have been duly given when
addressed as aforesaid, registered or certified mail, and deposited (postage or
registration or certification fee prepaid) in a post office or branch post
office regularly maintained by the United States.

-3-
<PAGE> 4
4. Securities Laws. If any time during the period the Option is
outstanding the Company shall be advised by its counsel that shares of Stock
deliverable upon the exercise of the Option are required to be registered under
the Securities and Exchange Act of 1933, as amended (the "Securities Act") or
with any state authority pursuant to applicable state securities laws, or that
delivery of the shares of Stock must be accompanied or preceded by a prospectus
meeting the requirements of the Securities Act, the Company will use its best
efforts to effect such registration or provide such prospectus not later than a
reasonable time following each exercise of this Option, but delivery of shares
by the Company may be deferred until registration is effected or a prospectus
is available. Employee shall have no rights as a shareholder with respect to
Stock covered by this Option until certificates for the Stock are issued.

Any disposition of the Option or the Stock must comply with the
Securities Act and applicable state securities laws. By executing this
Agreement, Employee acknowledges the foregoing.

5. Extraordinary Corporate Transactions. If the Company is
dissolved or liquidated, this Option or any portion hereof remaining
unexercised on the date of such dissolution or liquidation shall thereupon
terminate unless the plan of dissolution or liquidation provides otherwise. If
the Company is merged or consolidated into or with another corporation other
than by a merger or consolidation in which the Company is the surviving
corporation, this Option or any portion thereof remaining unexercised on the
date of such merger or consolidation shall terminate unless the plan of merger
or consolidation provides otherwise.

6. Disputes. As a condition of the granting of the Option
hereby, Employee and his heirs and successors agree that any dispute or
disagreement which may arise hereunder shall be determined and resolved
pursuant to the terms of the Committee, and that any such determination and
resolution of the terms of this Option shall be final and shall be binding and
conclusive, for all purposes, upon the Company, Employee, his heirs and
personal representatives.

7. Legend on Certificates. The certificates representing the
shares of Stock purchased by exercise of this Option will be stamped or
otherwise imprinted with a legend in such form as the Company or its counsel
may require with respect to any applicable restrictions on sale or transfer of
the Stock.

8. Option Subject to Plan. This Option is subject to the Plan.
The terms and provisions of the Plan (including any subsequent amendments
thereto) are hereby incorporated herein by reference thereto. In the event of
a conflict between any term or provisions contained herein and a term or
provision of the Plan, the applicable terms and provisions of the Plan will
govern and prevail. Capitalized terms which are not defined herein shall have
the meanings ascribed to them in the Plan.

-4-
<PAGE> 5
9. Miscellaneous.

(a) The Company intends for the Option to be qualified as
an "incentive stock option" within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code"). However, the
favorable tax treatment afforded by that section will be jeopardized
if Employee disposes (as that term is used in the Code) of the Stock
within two years from this date or within one year after the Stock is
issued to him. The Employee shall notify the Company of any such
disposition immediately upon making it.

(b) All decisions of the Committee upon any question
arising under the Plan or under this Option Agreement shall be
conclusive.

(c) Nothing herein contained shall affect Employee's
right to participate in and receive benefits from and in accordance
with the then current provisions of any pension, profit sharing,
insurance, or other employment welfare plan or program of the Company.

(d) Employee agrees to make appropriate arrangements with
the Company for satisfaction of any applicable federal, state, or
local income tax, withholding requirements, or like requirements.

(e) This Agreement shall be binding upon and inure to the
benefit of any successor or successors of the Company.

(f) The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of Delaware.

IN WITNESS WHEREOF, the Company has, as of the date and place first
above written, caused this Agreement to be executed on its behalf by its
President or any Vice President, to be sealed by its corporate seal, attested
to by its Secretary or an Assistant Secretary, and Employee has hereunto set
his hand as of the date and place first above written, which date is the date
of grant of this Option.

CENTURY BANCSHARES, INC.

By:
----------------------------------

----------------------------------
(Printed Name)

----------------------------------
(Title)
"Company"

-5-
<PAGE> 6
ATTEST:

- ----------------------------

EMPLOYEE

----------------------------------
(Signature)

----------------------------------
(Printed Name)

----------------------------------

----------------------------------
(Address)

ATTEST:

- ----------------------------

-6-

<PAGE> 1

Exhibit 4.7

CENTURY BANCSHARES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT

This Non-Qualified Stock Option Agreement ("Agreement") is between
Century Bancshares, Inc., a Delaware corporation with its principal office in
Washington, D.C. (the "Company"), and __________________, a resident of
Washington, D.C. (the "Optionee").

W I T N E S S E T H:

WHEREAS, the Company has heretofore adopted the Century Bancshares,
Inc. Non-Qualified Stock Option Plan for Directors (the "Plan") for the purpose
of providing additional compensation to its directors of the Company or
directors of its bank subsidiaries (the "Bank"); and

WHEREAS, the Company, acting through the Stock Option Committee
consisting of officers of one or more of its bank subsidiaries (the
"Committee"), has determined that its interests will be advanced by the
issuance to Optionee of a stock option under the Plan;

NOW, THEREFORE, for and in consideration of these premises it is
agreed as follows:

SECTION 1. Option. Subject to the terms and conditions contained
herein, the Company hereby grants to Optionee an option to purchase from the
Company _____ shares of the Company's common stock, $1.00 par value ("Common
Stock"), at a price of $_____ per share, which is deemed to be not less than
the fair market value of the Common Stock at the date of grant of this option.

SECTION 2. Option Period. The option herein granted may be exercised
by Optionee at any time during the ____ year period beginning _______________
(the "Option Period").

SECTION 3. Procedure for Exercise The option herein granted may be
exercised by the delivery of 10 days prior written notice to the Secretary or
the Assistant Secretary of the Company setting forth the number of shares of
Common Stock with respect to which the option is to be exercised accompanied by
payment for the shares to be purchased, and specifying the address to which the
certificate for such shares is to be mailed. Payment shall be by means of
cash, cashier's check, bank draft or postal or express money order payable to
the order of the Company. As promptly as practicable after receipt of such
written notification and payment, the Company shall deliver to Optionee
certificates for the number of shares of Common Stock with respect to which
such option has been so exercised. Delivery shall be deemed effected for all
purposes when a stock
<PAGE> 2
transfer agent of the Company shall have deposited such certificates in the
United States mail addressed to Optionee at the address specified pursuant to
this paragraph.

SECTION 4. Termination of Services. If Optionee's performance of
services for the Company or the Bank is terminated during the Option Period for
any reason other than death or disability, the options granted to him shall
thereupon terminate. However, any options which are exercisable on the date of
his termination may be exercised by Optionee during a three month period
beginning on such date; provided, however, if an Optionee's service is
terminated because of the Optionee's dishonesty, theft, embezzlement from the
Company or the Bank, disclosing trade secrets of the Company or the Bank,
willful violation of any rules of the Company or the Bank pertaining to the
conduct of individuals performing services for the Company or the Bank, or the
commission of a willful felonious act while in the employment of the Company or
the Bank or performing services for the Company or the Bank, then any option or
unexercised portion thereof granted to said Optionee shall expire upon such
termination.

SECTION 5. Disability or Death. If Optionee's arrangement with the
Company or the Bank is terminated by his disability or death, the options
previously granted to him may be exercised (to the extent he would have been
entitled to do so at the date of his disability or death) at any time and from
time to time during the one year period beginning on the date of Optionee's
disability or death by Optionee, by the executor or administrator of his
estate, or by the person or persons to whom his rights under the option shall
pass by will or the laws of descent and distribution, but in no event may the
option be exercised after its expiration under the terms of this Agreement.
Optionee shall be deemed to be disabled if, in the opinion of a physician
selected by the Committee, he is incapable of performing services for the
Company by reason of any medically determinable physical or mental impairment
which can be expected to result in death or to be of long, continued and
indefinite duration.

SECTION 6. Assignability. This option shall not be transferable by
Optionee otherwise than by Optionee's will or by the laws of descent and
distribution. During the lifetime of Optionee, the option shall be exercisable
only by him. Any heir or legatee of Optionee shall take rights herein granted
subject to the terms and conditions hereof. No such transfer of this Agreement
to heirs or legatees of Optionee shall be effective to bind the Company unless
the Company shall have been furnished with written notice thereof and a copy of
such evidence as the Committee may deem necessary to establish the validity of
the transfer and the acceptance by the transferee or transferees of the terms
and conditions hereof.

SECTION 7. No Rights as Shareholder. Optionee shall have no rights
as a shareholder with respect to any shares of Common Stock covered by this
Agreement until the date of issuance of a certificate for shares of Common
Stock purchased pursuant to this Agreement. Until such time,

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<PAGE> 3
Optionee shall not be entitled to dividends or to vote at meetings of the
shareholders of the Company. Except as provided in Section 9 hereof, no
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash or securities or other property) paid or distributions or other rights
granted in respect of any share of Common Stock for which the record date for
such payment, distribution or grant is prior to the date upon which the
Optionee shall have been issued share certificates, as provided hereinabove.

SECTION 8. Extraordinary Corporate Transactions. An option may be
substituted for the option herein granted, or the Company's duties as to this
option may be assumed, by an employer corporation other than the Company, or by
a parent or subsidiary of the Company or such employer corporation, in
connection with any merger, consolidation, acquisition, separation,
reorganization, liquidation or like occurrence in which the Company is
involved, in such a manner that will allow this option to continue to the full
extent permitted. Notwithstanding the foregoing or the provisions of Section 9
hereof, in the event such employer corporation, or parent or subsidiary of the
Company or such employer corporation, does not substitute a new option for, and
substantially equivalent to, the option herein granted, or assume the option
granted hereunder, this option shall terminate and thereupon become null and
void (i) upon dissolution or liquidation of the Company, or similar occurrence,
(ii) upon any merger, consolidation, acquisition, separation, reorganization,
or similar occurrence, where the Company will not be a surviving entity or
(iii) upon a transfer of substantially all of the assets of the Company or more
than 50% of the outstanding Common Stock; provided, however, that Optionee
shall be fully vested in any options granted under this Plan and shall have the
right immediately prior to or concurrently with such dissolution, liquidation,
merger, consolidation, acquisition, separation, reorganization or similar
occurrence, to exercise any unexercised option rights granted hereunder.

SECTION 9. Changes in Capital Structure. The existence of
outstanding options shall not affect in any way the right or power of the
Company or its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any issuance of Common Stock or subscription rights thereto, or any issuance of
bonds, debentures, preferred or prior preference stock ahead of or affecting
the Common Stock or the rights thereof, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceedings, whether of a similar
character or otherwise. However, if the outstanding shares of Common Stock of
the Company shall at any time be changed or exchanged by declaration of a stock
dividend, stock split, combination of shares, or recapitalization, the number
and kind of shares subject to the Plan or subject to any options theretofore
granted, and the option prices, shall be appropriately and equitably adjusted
so as to maintain the proportionate number of shares without changing the
aggregate option price.

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<PAGE> 4
SECTION 10. Compliance With Securities Laws. Prior to the issuance
of certificates for shares acquired pursuant to the exercise of the option
herein granted, Optionee (or any person acting under Section 5) will enter into
such written representations, warranties and agreements as the Company may
reasonably request in order to comply with applicable securities laws or with
this Agreement.

SECTION 11. Compliance With Other Laws. Notwithstanding any of the
other provisions hereof, Optionee agrees that he will not exercise the
option(s) granted hereby, and that the Company will not be obligated to issue
any shares pursuant to this Agreement, if the exercise of the option(s) or the
issuance of such shares of Common Stock would constitute a violation by the
Optionee or by the Company of any provision of any law or regulation of any
governmental authority.

SECTION 12. Resolution of Disputes. As a condition of the granting
of the option by this Agreement, the Optionee and his heirs and successors
agree that any dispute or disagreement which may arise hereunder shall be
resolved by the Committee in its sole discretion and judgment, and that any
such resolution and any interpretation by the Committee of the terms of this
Agreement shall be final and shall be binding and conclusive, for all purposes,
upon the Company, Optionee, his heirs and personal representatives.

SECTION 13. Legend On Certificate. The certificate(s) representing
the shares of Common Stock purchased by exercise of an option may be stamped or
otherwise imprinted with a legend in such form as the Company or its counsel
may require with respect to any applicable restrictions on sale or transfer,
and the stock transfer records of the Company will reflect stop-transfer
instructions with respect to any such shares.

SECTION 14. Notices. Every notice hereunder shall be in writing and
shall be given by registered or certified mail. All notices of the exercise of
any option hereunder shall be directed to Century Bancshares, Inc., 1275
Pennsylvania Avenue, N.W., Washington, D.C. 20006, Attention: President. Any
notice given by the Company to Optionee directed to him at his address on file
with the Company shall be effective to bind Optionee and any other person who
may acquire rights hereunder. The Company shall be under no obligation
whatsoever to advise Optionee of the existence, maturity or termination of any
of Optionee's rights hereunder and Optionee shall be deemed to have
familiarized himself with all matters contained herein and in the Plan which
may affect any of Optionee's rights or privileges hereunder.

SECTION 15. Construction and Interpretation. Whenever the term
"Optionee" is used herein under circumstances applicable to any other person or
persons to whom this option, in accordance with the provisions of Sections 5
and 6 hereof, may be transferred, the word "Optionee"

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<PAGE> 5
shall be deemed to include such person or persons. References to the masculine
gender herein also include the feminine gender for all purposes.

SECTION 16. Agreement Subject To Plan. This Agreement is subject to
the Plan. The terms and provisions of the Plan (including any subsequent
amendments thereto) are hereby incorporated herein by reference thereto. In
the event of a conflict between any term or provision contained herein and a
term or provision of the Plan, the applicable terms and provisions of the Plan
will govern and prevail. All definitions of words and terms contained in the
Plan shall be applicable to this Agreement.

SECTION 17. Employment Relationship. Employees or other individuals
under the Plan shall be considered to be performing services for the Company as
long as their employment arrangement continues for either the Company, a parent
or a subsidiary corporation (as defined in Section 425 of the Internal Revenue
Code of 1954). Any questions as to whether and when there has been a
termination of such arrangement and the cause of such arrangement, shall be
determined by the Committee, and its determination shall be final.

SECTION 18. Binding Effect. This Agreement shall be binding upon the
inure to the benefit of any successors to the Company and all persons lawfully
claiming under Optionee.

IN WITNESS WHEREOF, this Agreement has been executed as of the ____
day of ______________, 19__.

CENTURY BANCSHARES, INC.

ATTEST: By:
---------------------------
President

- ----------------------------------
Secretary

---------------------------
Optionee

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<PAGE> 1

Exhibit 5

October 17, 1997

Century Bancshares, Inc.
1275 Pennsylvania Avenue, N. W.
Washington, D. C. 20004

Ladies and Gentlemen:

We have acted as counsel to Century Bancshares, Inc., a Delaware corporation
(the "Company"), in connection with the proposed issuance by the Company of up
to an additional 200,233 shares (the "Shares") of Common Stock, par value $1.00
per share, upon the exercise of options granted to employees and directors of
the Company pursuant to the terms of the Company's 1994 Stock Option Plan,
Incentive Stock Option Plan for Key Employees and Non-Qualified Stock Option
Plan for Directors (collectively, the "Plans"). The Company is filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, a Registration Statement on Form S-8 relating to the
Shares (the "Registration Statement").

We have examined originals or copies of (i) the Restated Articles of
Incorporation of the Company, as amended, (ii) the Amended and Restated Bylaws
of the Company, (iii) the Plans, (iv) certain resolutions of the Board of
Directors of the Company and (v) such other documents and records as we have
deemed necessary and relevant for purposes hereof. In addition, we have relied
on certificates of officers of the Company as to certain matters of fact
relating to this opinion and have made such investigations of law as we have
deemed necessary and relevant as a basis hereof.

We have assumed the genuineness of all signatures, the authenticity of all
documents, certificates and records submitted to us as originals, the
conformity to original documents, certificates and records of all documents,
certificates and records submitted to us as copies, and the truthfulness of all
statements of fact contained therein.
<PAGE> 2
Century Bancshares, Inc.
October 17, 1997
Page 2

Based upon the foregoing and subject to the limitations and assumptions set
forth herein and having due regard for such legal considerations as we deem
relevant, we are of the opinion that the Shares have been duly and validly
authorized and when issued and paid for in accordance with the terms of the
Plan, for a consideration at least equal to the par value thereof, will be
validly issued, fully paid and nonassessable.

The foregoing opinion is based on and is limited to the General Corporation Law
of the State of Delaware and the relevant of the United States of America, and
we render no opinion with respect to the law of any other jurisdiction. We
hereby consent to the filing of this opinion with the Commission as Exhibit 5
to the Registration Statement.

Very truly yours,

Bracewell & Patterson, L.L.P.

<PAGE> 1

EXHIBIT 23.2

Consent of Independent Auditors

The Board of Directors
Century Bancshares, Inc.

We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 21, 1997 included in the
Annual Report on Form 10-K of Century Bancshares, Inc. for the year ended
December 31, 1996.

KPMG Peat Marwick LLP

Washington, D. C.
October 17, 1997