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                                                                   Exhibit 10.35

                                AMENDMENT NO. TWO

                   RESOURCE BANK STOCK AND 401(k) SAVINGS PLAN

     THIS AMENDMENT NO. TWO is made this 15/th/ day of January, 2003, by
RESOURCE BANK, a Virginia banking corporation (the "Corporation").

     WHEREAS, effective January 1, 2001, the Corporation adopted the amended and
restated Resource Bank Stock and 401(k) Savings Plan (the "Plan") for the
benefit of eligible employees, and the Plan was subsequently amended by
Amendment No. One effective January 1, 2001; and

     WHEREAS, under Section 9.2 of the Plan, the Corporation reserved the right
to amend the Plan and now desires to do so, effective January 1, 2003, to change
the dates on which a Participant may rebalance existing Account balances
invested in the Bankshares Stock Fund under the Plan.

     NOW, THEREFORE, the Corporation hereby amends the Plan, effective January
1, 2003, as follows:

     1.   Subparagraph 4.2(b) of Article IV is deleted in its entirety, and the
following is substituted in lieu thereof with the changes noted:

               (b) Investment Procedures. Participants may invest
          all or any portion of their Savings, Matched (accumulated prior to
          April 1, 2000), Rollover and Profit Sharing Accounts in any one or
          more Funds (investment elections must be in increments of 1% and must
          total 100%). Investment elections may be made as of any business day
          by, if permitted, telephonic or electronic instruction to the Plan's
          automated or internet-based response systems, or by filing a form
          prescribed for such purpose with the Administrator. All investment
          elections shall specify how the total balance in the Participant's
          Savings, Matched (accumulated prior to April 1, 2000), Rollover and
          Profit Sharing Accounts, as of the applicable date, as well as any
          future contributions, are to be allocated among the Funds. A
          Participant may specify that contributions made to his Accounts after
          an applicable date, together with income, gains or losses attributable
          to such contributions, shall be allocated among the Funds in a manner
          differing from the investment allocation of his balance in such
          accounts existing as of such date, together

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          with income, gains or losses attributable to such account balance
          thereafter; provided, that in any subsequent change in investment
          instruction, the Participant shall indicate how his then existing
          account balance, including all previous contributions, is to be
          allocated among the Funds on and after the subsequent applicable date.
          Any such change shall be implemented as soon as practicable after the
          Administrator has received notice of the Participant's investment
          change request.

               Notwithstanding anything above to the contrary, a Participant
          shall be permitted to modify his investment election with respect to
          the Bankshares Stock Fund only as of each February 15th, May 15th,
          August 15th and/or November 15th, and on no other day during the year;
          provided, however, that such Participant shall be required to file a
          form prescribed for such purpose with the Administrator at least seven
          (7) days prior to such date.

     2.   In all other respects, the Plan as originally adopted is hereby
ratified and affirmed.

     IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, has
caused this Amendment No. Two to be executed as of the day and year first above
written.

                                                   RESOURCE BANK


                                                   By:  /s/ Lawrence N. Smith
                                                      --------------------------
                                                        Lawrence N. Smith,
                                                        Chief Executive Officer

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