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                                                                    EXHIBIT 10.1

                                  LEGENDS BANK

                  2001 STATUTORY-NONSTATUTORY STOCK OPTION PLAN

         1.       Purpose. The purpose of this LEGENDS BANK 2001
Statutory-Nonstatutory Stock Option Plan (the "Plan") is to motivate
Participants (as defined herein), thereby benefiting the stockholders of LEGENDS
BANK, a Tennessee corporation ("Corporation"). In furtherance of this purpose,
the Plan is to advance the interests of Corporation by stimulating the efforts
of key employees, directors and consultants, increasing their desire to continue
in their employment with or services to the Corporation, assisting Corporation
in competing effectively with other enterprises for the services of new
employees and directors necessary for the continued improvement of operations,
and to attract and retain the best possible personnel for service as employees,
officers and directors of Corporation. Accordingly, the Plan is designed to
promote the interests of Corporation and its stockholders, and, by facilitating
stock ownership on the part of such directors, officers and employees, to
encourage them to acquire a proprietary interest in Corporation and to remain in
its employ and service.

         2.       Definitions.

                  "Board" means the Board of Directors of Corporation.

                  "Cause, as used in Section 12 of this Plan, means the engaging
by a Participant in illegal conduct that is materially and demonstrably
injurious to the Corporation unless otherwise defined in an agreement between
Participant and the Corporation.

                  "Change in Control" means the occurrence of any of the
following:

         (a)      The Corporation has actual knowledge that any person or entity
other than the Corporation, a subsidiary of the Corporation, or any employee
benefit plan sponsored by the Corporation or subsidiary has acquired the
beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act")), directly or indirectly, of 25% or
more of the then outstanding Stock (other than upon conversion of any then
outstanding Convertible Preferred Stock);

         (b)      A tender offer is made to acquire securities of the
Corporation entitling the holders thereof to 25% or more of the voting power to
elect directors of the Corporation;

         (c)      A solicitation subject to Rule 14a-11 under the Securities
Exchange Act of 1934, as amended (or any successor Rule) relating to the
election or removal of 50% or more of the members of the Board shall be made by
any person or entity other than the Corporation;

         (d)      Individuals who constitute the Board immediately prior to any
meeting of stockholders (the "Incumbent Board") have ceased for any reason to
constitute at least a majority thereof;

         (e)      The stockholders of the Corporation shall approve a merger,
consolidation, share exchange, division or other reorganization of the
Corporation as a result of which the stockholders of the Corporation immediately
prior to such transaction shall not hold, directly or


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indirectly, immediately following such transaction 51% or more of the voting
power to elect directors of (i) the surviving or resulting corporation in the
case of a merger or consolidation, (ii) the acquiring corporation, in the case
of a share exchange, or (iii) each surviving, resulting or acquiring corporation
which, immediately following such transaction, in the case of a division, holds
more than 15% of the consolidated assets of the Corporation immediately
preceding such transaction; or

         (f)      The stockholders of the Corporation shall approve a complete
liquidation and dissolution of the Corporation or the sale or other disposition
of all or substantially all of the assets of the Corporation other than to a
wholly-owned subsidiary of the Corporation.

         Notwithstanding the occurrence of any of the foregoing, the Board may
determine, if it deems it to be in the best interest of the Corporation and
consistent with a good faith interpretation of this Plan, that an event or
events otherwise constituting a Change of Control shall not be so considered.
Such determination shall be effective if it is made by the Board prior to the
occurrence of an event that otherwise would be or probably will lead to a Change
in Control or after such event if made by the Board a majority of which is
composed of all directors who were members of the Board immediately prior to the
event that otherwise would be or probably will lead to a Change in Control. Upon
such determination, such event or events shall not be deemed to be a Change in
Control for any purposes under this Plan.

         "Change in Control Price" means the highest closing price per share
paid for the purchase of stock in a national securities market during the ninety
day period preceding the date the Change in Control occurs.

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

         "Committee" means the Committee or Committees chosen by the Board to
administer the Plan, as provided in Section 5(a) hereof.

         "Fair Market Value of Stock" means the closing price of the shares of
Stock on a national securities exchange on which it is principally traded on the
day on which such value is to be determined or, if no shares were traded on such
day, on the next preceding day on which shares of Stock were traded, as reported
by the National Quotation Bureau, Inc. or other national quotation service. If
the shares are not traded on a national securities exchange but are traded in
the over-the-counter market, Fair Market Value of Stock means the closing
"asked" price of the shares in the over-the-counter market on the day on which
such value is to be determined or, if such "asked" price is not available, the
last sales price on such day or, if no shares of Stock were traded on such day,
on the next preceding day on which shares of Stock were traded, as reported by
the National Association of Securities Dealers Automated Quotation System
(NASDAQ) or other national quotation service. If the Stock is traded neither on
a national securities exchange nor in the over-the-counter market, the Fair
Market Value of Stock shall be determined based upon such factors as the Board
or Committee, as applicable, shall reasonably deem appropriate, including
without limitation prices or values at which the Stock has most recently been
issued to third parties or redeemed or purchased from stockholders.

         "Incentive Stock Option" has the meaning ascribed in Section 422 of the
Code.


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         "Non-Employee Director" is defined in Section 5(a).

         "Non-Qualified Stock Option" means all Options which do not qualify as
Incentive Stock Options such as those granted to Non-Employee Directors.

         "Option" means an award of an Incentive Stock Option or Non-Qualified
Stock Option pursuant to this Plan.

         "Option Agreement" means the written instrument from the Committee to
Participant describing the terms of the Option.

         "Option Price" means the exercise price of an Option.

         "Option Stock" or "Stock" means the common stock of Corporation.

         "Participant" means a person to whom an Option has been granted.

         3.       Effective Date of Plan; Term. The Plan is effective April 18,
2001, the date on which the Board of the Corporation approved the Plan;
provided, however, the Plan shall not be effective and all Options granted
pursuant to the Plan shall be null and void unless the Plan is adopted by the
shareholders of the Corporation within one year following the effective date. No
Options intended to be Incentive Stock Options may be granted after the tenth
anniversary of the effective date of the Plan.

         4.       Shares Subject to the Plan. The aggregate number of shares of
Stock available for grant under the Plan is 180,000 subject to adjustments as
provided in Section 9 herein. The Committee may allocate the Options between
Options which are Incentive Stock Options and Options which are Non-Qualified
Stock Options as the Committee determines in its sole discretion. Stock issued
pursuant to the Plan may be either authorized but unissued shares or shares held
in the treasury of Corporation. In the event that, prior to the end of the
period during which Options may be granted under the Plan, any Option under the
Plan expires unexercised or is terminated or surrendered without being
exercised, in whole or in part, the number of shares theretofore subject to such
Option or the unexercised or terminated portion thereof, shall be added to the
remaining number of shares of Stock available for grant as an Option under the
Plan, including a grant to a former holder of such Option, upon such terms and
conditions as the Committee shall determine, which terms may be more or less
favorable than those applicable to such former Option.

         5.       Administration of the Plan by the Committee.


         (a)      The Committee. The Plan shall be administered by the
Committee, whose members shall be appointed from time to time by, and shall
serve at the pleasure of, the Board. The members of the Committee shall be
non-employee directors of the Corporation within the meaning of Rule 16b-3(b)(3)
of the United States Securities and Exchange Commission (or any successor rule)
("Non-Employee Directors"). The Board, in its discretion, may appoint separate
committees consisting of Non-Employee Directors to administer the Incentive
Stock Options and the Non-Qualified Stock Options. No member of the Committee
shall be liable for any action taken, or determination made, hereunder in good
faith. Service on the Committee shall


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constitute service as a director of Corporation so that members of the Committee
shall be entitled to indemnification and reimbursement as directors of
Corporation pursuant to its Charter and Bylaws. The Committee may take action
only upon the agreement of a majority of the entire Committee. Any action which
the Committee takes through a written instrument signed by a majority of its
members shall be as effective as though taken at a meeting duly called and held.

         (b)      Powers of the Committee. Subject to the express provisions of
the Plan, the Committee may interpret the Plan, prescribe, amend and rescind
rules and regulations relating to it and make all determinations it deems
necessary or advisable for the administration of the Plan. The powers of the
Committee shall include plenary authority to administer and interpret the Plan,
and subject to the provisions hereof, to determine the persons to whom Options
shall be granted, the number of shares subject to each Option, the terms and
provisions of each Option, and the date on which Options shall be granted. In
making such determinations, the Committee may take into account the nature of
the services rendered by such Participants, or classes of Participants, their
present and potential contributions to Corporation's success and such other
factors as the Committee, in its discretion, shall deem relevant. Any
interpretation of Options intended to be Incentive Stock Options shall be made
in such a manner that they continue to be Incentive Stock Options. Accordingly,
the Committee shall determine, as soon as practicable after the effective date
of the Plan and at any time and from time to time thereafter, (i) the persons
who are eligible, (ii) the number of shares of Stock which an eligible person
may purchase pursuant to an Option, (iii) the price of each share of Stock
subject to the Option and (iv) the terms on which each share of Stock subject to
the Option may be purchased.

         (c)      Conclusiveness of Determinations. Any action taken by the
Committee or by the Board with respect to the implementation, interpretation, or
administration of the Plan shall be final, conclusive and binding. The
Committee's determinations under the Plan, including, without limitation,
determinations as to the persons to receive awards, the terms and provisions of
such awards and the agreements evidencing the same, need not be uniform and may
be made by it selectively among persons who receive or are eligible to receive
awards under the Plan, whether or not such persons are similarly situated.

         6.       Options.

         (a)      Grant of Options. Incentive Stock Options and Non-Qualified
Stock Options may be granted under the Plan by the Committee for the purchase of
Stock. Options shall be subject to such terms and conditions, shall be
exercisable at such times, and shall be evidenced by such form of written option
agreement between Participant and Corporation, as the Committee shall determine;
provided, that such determinations are not inconsistent with the other
provisions of the Plan. The Committee shall have authority to grant Options
exercisable in whole or in part at any time during their term. Option Agreements
need not be identical.

         (b)      Restrictions on the Grant of Incentive Stock Options. No
Option intended to be an Incentive Stock Option shall be granted to any person
owning, within the meaning of Sections 422 and 424 of the Code, Stock of
Corporation possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of Corporation unless the provisions of Section
7(a) and (b) hereof are complied with. In any one calendar year, no individual
shall receive Options to purchase Stock under any plan of Corporation intended
to be Incentive Stock Options to the extent that the Stock subject to such
Options exercisable for the first time by an


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individual during any calendar year has an aggregate Fair Market Value
(determined at the time the Options are granted) in excess of $100,000.

         (c)      Persons Eligible to Receive Options. The persons who shall be
eligible to receive Options granted hereunder intended to be Incentive Stock
Options shall be those key employees and officers of Corporation who are
selected by the Committee from time to time. Persons designated by the Committee
who are eligible to receive Non-Qualified Options hereunder need not be
employees of Corporation, and generally will be non-employee directors or
advisory directors of Corporation. A Participant may hold more than one Option.
The Committee shall determine the terms for payment by each Participant for his
shares of Option Stock. Such terms shall be set forth in the Option Agreement.
The terms for payment so set by the Committee may vary from one Participant to
another.

         7.       Terms and Exercise of Options.

         (a)      Option Price. The Option Price to be paid by Participant to
Corporation upon exercise of the Option shall be determined by the Committee on
the date of the grant of the Option and shall be set forth in the Option
Agreement. No Option shall have an Option Price less than the Fair Market Value
of the Stock on the date of the grant. If any Option intended to be an Incentive
Stock Option is granted to any person holding Stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of
Corporation, the Option Price shall be not less than one hundred ten percent
(110%) of the Fair Market Value of the Stock on the date of the grant.

         (b)      Term. Each Option granted under the Plan shall be exercisable
only during a term commencing on the date when the Option was granted and ending
(unless the Option shall have terminated earlier under other provisions of the
Plan) on a date to be fixed by the Committee, but not later than ten (10) years
from the date of grant in the case of any Option intended to be an Incentive
Stock Option, subject to the following limitations:

         (i)      any Option intended to be an Incentive Stock Option which is
         granted to any person possessing more than ten percent (10%) of the
         total combined voting power of all classes of stock of Corporation
         shall be exercisable not later than five (5) years from the date of
         grant; and

         (ii)     any Option intended to be an Incentive Stock Option may not be
         exercisable more than three (3) months after Participant ceases to be
         an employee of Corporation.

         (c)      Death or Disability. Upon the death or disability (within the
meaning of Section 22(e)(3) of the Code) of a Participant holding a
Non-Qualified Stock Option, in the absence of terms in the Option Agreement to
the contrary, the Option may be exercised, to the extent not previously
exercised, by Participant's legal representative, the legatees of the Option
under Participant's Will or the distributees of the Option under the applicable
laws of descent and distribution until the Termination Date, but only to the
extent that the Option would otherwise have been exercisable by Participant.
Upon the death of a Participant holding an Incentive Stock Option, in the
absence of terms in the Option Agreement to the contrary, the Option may be
exercised, to the extent not previously exercised, by Participant's legal
representative, the


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legatees of the Option under Participant's Will or the distributees of the
Option under the applicable laws of descent and distribution until the
Termination Date, but only to the extent that the Option would otherwise have
been exercisable by Participant. Upon the disability of a Participant holding an
Incentive Stock Option, the Option may be exercised by Participant or
Participant's legal representative, to the extent not previously exercised,
until the earlier of the termination date for such Option or the date occurring
one year from the date of the termination of Participant's employment due to
disability.

         (d)      Exercise of Options. Options shall be exercised by delivering
or mailing to the Committee a notice and "investment summary" in the form
prescribed by the Committee, specifying the number of shares to be purchased;
and a check payable to Corporation or such other medium of payment as the
Committee shall approve, in an amount equal to the Option Price plus any
withholding tax required by law as determined by Corporation. Upon receipt of
each of the foregoing, Corporation shall promptly deliver to Participant a
certificate or certificates for the Stock purchased, without charge to
Participant for issue or transfer tax. The stock certificate may, at the request
of Participant, be issued in Participant's name and the name of another person
as joint tenants with the right of survivorship, provided that any restrictions
upon such Stock shall apply equally to such joint tenant. In the event that such
shares are not Registered under the Securities Act of 1933, such certificates
shall bear the following legend:

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY
         STATE SECURITIES ACT ("STATE ACTS"), AND MAY NOT BE SOLD OR OTHERWISE
         TRANSFERRED UNLESS SUCH SHARES ARE REGISTERED UNDER SUCH ACT AND EACH
         RELEVANT STATE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO CORPORATION
         IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT NECESSARY.

         (e)      Transferability of Options. No Option may be transferred,
assigned, pledged or hypothecated (whether by operation of law or otherwise),
except that an Option may be transferred upon the death of a Participant as
provided by Participant's Will or the applicable laws of descent or
distribution. No Option shall be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of an Option, or levy of attachment or similar process upon the
Option not specifically permitted herein shall be null and void and without
effect. Notwithstanding the provisions of this Section, a Participant, at any
time prior to his death, may assign all or any portion of a Non-Qualified Stock
Option to (i) his spouse or lineal descendant, (ii) the trustee of a trust for
the primary benefit of his spouse and lineal descendant, (iii) a partnership of
which his spouse and lineal descendants are the only partners, or (iv) a tax
exempt organization as described in Section 501(c)(3) of the Code. In such
event, the permitted transferee will be entitled to all of the rights of
Participant with respect to the assigned portion of such Non-Qualified Stock
Option, and such portion of the Non-Qualified Stock Option will continue to be
subject to all of the terms, conditions and restrictions applicable to the
Option, as set forth herein and in the related Option Agreement, immediately
prior to the effective date of the assignment. Any such assignment will be
permitted only if (i) Participant does not receive any consideration therefore,
and (ii) the assignment is expressly permitted by the applicable Option
Agreement, as approved by the


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Committee. Any such assignment shall be evidenced by a written document executed
by Participant, and a copy thereof shall be delivered to Corporation prior to
the assignment.

         (f)      Stockholders' Agreement. The exercise of an Option shall be
conditioned upon Participant executing, if so requested by Corporation, a
Stockholders' Agreement. All Stock issued to a Participant pursuant to an Option
shall be subject to any applicable Stockholders' Agreement previously entered
into by such Participant. Any legend required by any such agreement shall be
placed on the certificates evidencing the Stock.

         (g)      Obligation to Exercise Option. The granting of an Option shall
impose no obligation upon a Participant to exercise such Option.

         8.       Participant's Rights. No person shall have the rights of a
stockholder by virtue of an Option except with respect to Stock actually issued
to the stockholder, and issuance of Stock shall confer no retroactive rights to
dividends. Nothing in the Plan or any Option Agreement entered into pursuant to
the Plan shall confer upon any Participant the right to continue as a member of
the Board of Corporation or affect any right which Corporation may have to
remove such Participant as a director of Corporation. Nothing in this Plan or in
any Option Agreement shall confer upon any employee any right to continue in the
employ of Corporation or interfere in any way with the right of Corporation to
terminate his employment at any time.

         9.       Adjustments. In the event of the declaration of any stock
dividend on the Stock or in the event of any reorganization, merger,
consolidation, acquisition, separation, recapitalization, split-up, combination
or exchange of shares of Stock, or like adjustment, the number of shares of
Stock and the class of shares of Stock available pursuant to the Plan, and the
Option Prices, shall be adjusted by appropriate changes in the Plan and in any
Option Agreement outstanding pursuant to the Plan. Any such adjustment to the
Plan or to Option Agreements or Option Prices shall be made by action of the
Committee, whose determination shall be conclusive; provided, however, that each
Option granted pursuant to the Plan intended to be an Incentive Stock Option
shall be so adjusted as to continue to qualify as an Incentive Stock Option.
Notwithstanding the foregoing, in the event of such a reorganization, merger,
consolidation, acquisition, separation, recapitalization, split-up, combination
or exchange of shares of stock, or like adjustment which results in
substantially all the shares of the Stock of Corporation being exchanged for, or
converted into cash or other property, the Committee shall have the right to
terminate the Plan as of the date of the exchange or conversion in which case
the Options shall convert into the right to receive such cash or property net of
the exercise price of the Options.

         10.      Termination, Suspension or Amendment of Plan. The Committee
may at any time terminate, suspend or amend the Plan, except that the Committee
shall not, without the authorization of the holders of a majority of the Stock
voted at a stockholders' meeting duly called and held, change any provisions
(other than those adjustments for changes in capitalization as hereinbefore
provided) which determine (a) the aggregate number of shares for which Options
may be granted under the Plan or to any person; (b) the classes of persons
eligible for Options; or (c) the duration of the Plan.

         11.      Postponement of Exercise. The Committee may postpone any
exercise of a Option for such time as the Committee may deem necessary in order
to permit Corporation (i) to


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effect, amend or maintain any necessary registration of the Plan or the shares
of Stock issuable upon the exercise of an Option under the Securities Act of
1933, as amended, or the securities laws of any applicable jurisdiction, (ii) to
permit any action to be taken in order to (A) list such shares of Stock on a
stock exchange if shares of Stock are then listed on such exchange or (B) comply
with restrictions or regulations incident to the maintenance of a public market
for its shares of Stock, including any rules or regulations of any stock
exchange on which the shares of Stock are listed, or (iii) to determine that
such shares of Stock and the Plan are exempt from such registration or that no
action of the kind referred to in (ii)(B) above needs to be taken; and
Corporation shall not be obligated by virtue of any terms and conditions of any
Option Agreement or any provision of the Plan to recognize the exercise of an
Option or to sell or issue shares of Stock in violation of the Securities Act of
1933 or the law of any government having jurisdiction thereof. Any such
postponement shall not extend the terms of an Option and neither Corporation nor
its directors or officers shall have any obligation or liability to any
Participant or to any other person with respect to any shares of Stock as to
which the Option shall lapse because of such postponement.

         12.      Changes in Control.

         (a)      Change in Control Followed by Employment Termination. In the
event that a Change in Control shall occur and an employee Participant's
employment shall terminate within twelve months after the Change in Control
(except as provided in the next sentence), then (i) all unexercised Options
(whether or not vested or then exercisable) shall automatically become one
hundred percent vested and exercisable immediately, (ii) no other terms,
conditions, restrictions or limitations shall be imposed upon any of such
Options after such date, and in no circumstance shall an Option be forfeited on
or after such date and (iii) all such Options shall be valued on the basis of
the greater of the Change in Control Price or the Fair Market Value on the date
of such termination, and such value shall promptly be paid to such Participant
in cash by the Corporation or its successor. The foregoing shall not apply if
employment termination is due to (i) death, (ii) disability entitling the
Participant to benefits under the Corporation's or its successor's long-term
disability plan, (iii) Cause or (iv) resignation (other than (A) resignation
from a declined reassignment to a job that is not reasonably equivalent in
responsibility or compensation or that is not in the same geographic area, or
(B) resignation within 30 days following a reduction in base pay).

         (b)      Automatic Acceleration and Cash-Out. Upon a Change in Control
that results directly or indirectly in the Stock (or the stock of any successor
to the Corporation received in exchange for Stock) ceasing to be publicly traded
in a national securities market, (i) all unexercised Options (whether or not
vested) shall automatically become one hundred percent vested and exercisable
immediately, (ii) no other terms, conditions, restrictions or limitations shall
be imposed on any such Options after such date, and in no circumstances shall an
Option be forfeited on or after such date, and (iii) all such Options shall be
valued on the basis of the Change in Control Price, and such value shall
promptly be paid to the Participants in cash by the Company or its successor.

         (c)      Miscellaneous. Upon a Change in Control, no action, including,
without limitation, the amendment, suspension or termination of the Plan, shall
be taken that would adversely affect the rights of any Participant or the
operation of the Plan with respect to any Option to which a Participant may have
become entitled hereunder on or prior to the date of the


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Change in Control or to which such Participant may become entitled as a result
of such Change in Control.

         (d)      Section 16 Insiders. Notwithstanding anything to the contrary
herein, any Participant who is subject to the reporting requirements of the
Exchange Act with respect to the Corporation, who on the date of the Change in
Control holds Options that have been outstanding for a period of less than six
months from their date of grant, shall not be paid the consideration described
in Section 12(b) above until the first day next following the end of such
six-month period.

         12.      Application of Proceeds. The proceeds received by Corporation
from the sale of its Stock under the Plan shall be used for general corporate
purposes.

         13.      Elimination of Fractional Shares. If under any provision of
the Plan that requires a computation of the number of shares of Stock subject to
an Option, the number so computed is not a whole number of shares of Stock, such
number of shares of Stock shall be rounded down to the next whole number

         14.      Validity. In the event that any provision of the Plan or any
related agreement is held to be invalid, void or unenforceable, the Board shall
have the right to declare the entire Plan void and unenforceable, taking such
action as shall be deemed to be in the best interest of the stockholders of
Corporation.

         15.      Titles. Titles are provided herein for convenience only and
are not to serve as a basis for interpretation or construction of the Plan.

         16.      Governing Law. All questions pertaining to the validity,
construction and administration of the Plan and Options granted hereunder shall
be determined in conformity with the laws of the State of Tennessee.


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