Exhibit 10.1

                              HIGHLANDS UNION BANK

                             1995 STOCK OPTION PLAN

1.       Purpose.

         The purpose of this Stock Option Plan (the "Plan") is to give officers,
directors and key employees of Highlands Union Bank, a Virginia corporation (the
"Company"),  and  corporations  with  respect to which the  Company  directly or
indirectly  controls 50% or more of the combined voting power  ("subsidiaries"),
an  opportunity  to acquire  shares of the common stock of the Company  ("Common
Stock"),  to provide an incentive for  officers,  directors and key employees to
continue to promote the best  interests of the Company and enhance its long-term
performance,  and to  provide  an  incentive  for  officers,  directors  and key
employees to join or remain with the Company and its subsidiaries.

         The Plan is subject to approval by the shareholders of the Company.

2.       Administration.

         (a) Board of Directors. The Plan shall be administered by
the Board of  Directors of the Company (the  "Board"),  which,  to the extent it
shall determine,  may delegate its powers with respect to the  administration of
the  Plan  (except  its  powers  under  Section   11(c))  to  a  committee  (the
"Committee")  appointed by the Board and composed of not less than three members
of  the  Board.  If  the  Board  chooses  to  appoint  a  Committee,  references
hereinafter  to the Board (except in Section  11(c)) shall be deemed to refer to
the Committee.

         (b) Powers.  Within the limits of the express  provisions  of the Plan,
the Board shall determine: (i) the officers, directors and key employees to whom
awards  hereunder shall be granted,  (ii) the time or times at which such awards
shall be  granted,  (iii)  the  form  and  amount  of the  awards,  and (iv) the
limitations, restrictions and conditions applicable to any such award. In making
such  determinations,  the Board may take into account such factors as the Board
in its discretion shall deem relevant.

         (c) Interpretations. Subject to the express provisions of the Plan, the
Board may interpret the Plan, proscribe, amend and rescind rules and regulations
relating to it, determine the terms and provisions of the respective  awards and
make  all  other   determinations  it  deems  necessary  or  advisable  for  the
administration of the Plan.

         (d)  Determinations.  The  determinations  of the Board on all  matters
regarding  the Plan  shall be  conclusive.  A member of the Board  shall only be
liable for any action taken or determination made in bad faith.

<PAGE>
         (e) Nonuniform  Determinations.  The Board'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.

3.       Awards Under the Plan.

         (a) Form. All Stock Options  granted under the Plan shall be treated as
Non-Qualified Stock Options.

         For purposes of this Plan, a "Stock  Option"  means a stock option that
entitles  the holder to purchase  from the Company a stated  number of shares of
Common Stock at a price set forth in a written agreement between the Company and
the optionee.

         (b) Maximum Limitations. The aggregate number of shares of Common Stock
available  for grant under the Plan is 300,000 [as  adjusted  for a  two-for-one
stock split in April 1999],  subject to adjustment pursuant to Section 7. Shares
of  Common  Stock  issued  pursuant  to the Plan may be  either  authorized  but
unissued  shares or shares now or hereafter held in the treasury of the Company.
In the event that, prior to the end of the period during which Stock Options may
be granted under the Plan,  any Stock Option under the Plan expires  unexercised
or is terminated,  surrendered or cancelled without being exercised, in whole or
in part, for any reason, the number of shares theretofore  subject to such Stock
Option or the  unexercised,  terminated,  forfeited or unearned portion thereof,
shall be added to the remaining  number of shares of Common Stock  available for
grant as a Stock Option under the Plan,  including a grant to a former holder of
such Stock Option upon such terms and  conditions as the Board shall  determine,
which terms may be more or less favorable  than those  applicable to such former
Stock Option.

4.       Stock Options.

         Stock  Options may be granted under the Plan for the purchase of shares
of Common  Stock.  Stock  Options  shall be in such form and upon such terms and
conditions  as the Board  shall  from  time to time  determine,  subject  to the
following:

         (a) 0ption Price. The price per share for Common Stock purchased on the
exercise of an Stock Option shall be fixed by the Board on the date of grant. In
the case of all Stock  Options,  the price per share  shall not be less than the
book value per share as shown by the Company's last published statement prior to
the granting of the Option.

                                      -2-
<PAGE>
         (b) Terms of Options.  No Stock Option shall be  exercisable  after the
date ten years from the date such Stock Option is granted.

5. Provisions Applicable to Stock Options.

         (a) Exercise. The period in which a Stock Option may be exercised shall
be determined by the Board on the date of grant.  No exercise  shall be required
of any optionee at any specific  time.  Stock  Options  shall be subject to such
other terms and conditions and shall be evidenced by such form of written option
agreement  between the optionee and the Company,  as the Board shall  determine;
provided,   that  such  determinations  are  not  inconsistent  with  the  other
provisions of the Plan.

         (b) Change in Control.  If there is a Change in Control of the Company,
all  Stock  Options  shall be fully  exercisable  as of the date that is one day
before such change of control is effected,  notwithstanding  Section 5(a) above.
For  purposes of this Plan,  a "Change in Control"  means and shall be deemed to
have  taken  place if:  (i) a third  person,  including  a "group" as defined in
Section  13(d)(3)  of the  Securities  Exchange  Act of 1934,  who  becomes  the
beneficial owner of shares of the Company having 40% or more of the total number
of votes that may be cast for the election of Directors of the Company; or, (ii)
as the result of, or in  connection  with,  any cash tender or  exchange  offer,
merger or other business  combination,  sale of assets or contested election, or
any combination of the foregoing transactions (a "Transaction"), the persons who
were Directors of the Company before the Transaction shall cease to constitute a
majority of the Board of the Company or any successor to the Company.

         (c) Manner of Exercise of Options and Payment for Common  Stock.  Stock
Options may be exercised by an optionee by giving  written notice to the Cashier
or Chief Executive Officer of the Company stating the number of shares of Common
Stock with respect to which the Stock Option is being  exercised  and  tendering
payment therefor. At the time that a Stock Option granted under the Plan, or any
part thereof,  is  exercised,  payment for the Common Stock  issuable  thereupon
shall  be made in full in  cash or by  certified  check.  As soon as  reasonably
possible following such exercise,  a certificate  representing  shares of Common
Stock purchased,  registered in the name of the optionee,  shall be delivered to
the optionee.

6.       Transferability.

         No Stock Option may be transferred,  assigned,  pledged or hypothecated
(whether by  operation of law or  otherwise),  except as provided by will or the
applicable laws of descent or

                                      -3-
<PAGE>
distribution, and no Stock Option shall be subject to execution, attachment or
similar process. Any attempted assignment,  transfer,  pledge,  hypothecation or
other  disposition of a Stock Option,  or levy of attachment or similar  process
upon the Stock Option not  specifically  permitted herein shall be null and void
and without effect. A Stock Option may be exercised only by an officer, director
or key employee during his or her lifetime, or pursuant to Section 10(c), by his
or her estate or the person who acquires the right to exercise such Stock Option
upon his or her death by bequest or inheritance.

7.       Adjustment Provisions.

         The  aggregate  number of shares of Common  Stock with respect to which
Stock  Options may be granted,  the  aggregate  number of shares of Common Stock
subject to each outstanding  Stock Option and the option price per share of each
such Stock Option, may all be appropriately  adjusted as the Board may determine
for any  increase  or decrease  in the number of shares of issued  Common  Stock
resulting  from a  subdivision  or  consolidation  of  shares,  whether  through
reorganization,   recapitalization,   stock  split-up,   stock  distribution  or
combination  of shares,  or the payment of a share dividend or other increase or
decrease in the number of such shares  outstanding  effected  without receipt of
consideration  by the  Company.  If the number of shares of issued  Common Stock
increases,  the aggregate number of shares of Common Stock with respect to which
stock options may be granted and the aggregate  number of shares of Common Stock
subject to each outstanding stock option shall increase and the option price per
share of each stock option shall decrease,  all in proportion to the increase in
the number of shares of issued Common  Stock.  If the number of shares of issued
Common  Stock  decreases,  the  aggregate  number of shares of Common Stock with
respect to which stock options may be granted and the aggregate number of shares
of Common Stock subject to each outstanding stock option shall decrease, and the
option price per share of each stock option shall increase, all in proportion to
the decrease in the number of shares of issued Common Stock.  Adjustments  under
this Section 7 shall be made according to the sole discretion of the Board,  and
its decisions shall be binding and conclusive.

                                      -4-
<PAGE>

8.       Dissolution, Merger and Consolidation.

         Upon the  dissolution or liquidation of the Company,  each Stock Option
granted  hereunder  shall expire as of the effective  date of such  transaction;
provided,  however,  that the Board  shall give at least 30 days  prior  written
notice of such event to each  optionee  during which time he or she shall have a
right to  exercise  his or her  wholly or  partially  unexercised  Stock  Option
(without regard to installment  exercise  limitations,  if any) and,  subject to
prior  expiration  pursuant to Section  10(b) or (c), each Stock Option shall be
exercisable after receipt of such written notice and prior to the effective date
of such transaction.

9.       Effective Date and Conditions Subsequent to Effective Date.

         The Plan shall become effective on the date of the approval of the Plan
by the holders of a majority of the shares of Common Stock of the  Company,  and
the  Plan  shall be null and void  and of no  effect  if such  condition  is not
fulfilled,  and in  such  event  each  Stock  Option  granted  hereunder  shall,
notwithstanding  any of the  preceding  provisions of the Plan, be null and void
and of no effect.

         No grant or award shall be made under the Plan more than ten years from
the  earlier  of the date of  adoption  of the Plan by the Board or  shareholder
approval hereof; provided,  however, that the Plan and all Stock Options granted
under  the Plan  prior to such  date  shall  remain in  effect  and  subject  to
adjustment  and amendment as herein  provided  until they have been exercised or
terminated in accordance  with the terms of the respective  grants or awards and
the related agreements.

10.      Termination of Employment.

         (a) Each Stock Option shall,  unless sooner expired pursuant to Section
10(b) or (c) below,  expire on the  expiration  date set forth in the applicable
option agreement.

         (b) A Stock Option shall expire on the first to occur of the applicable
date set forth in paragraph  (a) next above and the date that the  employment of
the  officer or  employee  or service of the  director  with the Company and all
subsidiaries terminates for any reason other than death, disability or change in
control  (within the meaning of Section 5(b)  above).  If the  employment  of an
officer or employee or service of a director is terminated by reason of death or
by reason of disability  (as  determined  by the Board),  then his Stock Options
shall  expire on the first to occur of the date set  forth in  paragraph  (a) of
this Section 10 or the first  anniversary  of such  termination of employment or
service  (by  reason  of death or  disability).  Notwithstanding  the

                                      -5-
<PAGE>

preceding provisions of this paragraph, the Board, in its sole discretion,  may,
by written notice given to an ex-officer or employee or ex-director,  permit the
ex-officer or employee or  ex-director to exercise Stock Options during a period
following his or her  termination  of employment or service,  which period shall
not exceed  thirty  (30) days.  In no event,  however,  may the Board  permit an
ex-officer  or employee or  ex-director  to  exercise a Stock  Option  after the
expiration date contained in the agreement evidencing such Stock Option.

         (c) If the  employment  of an  officer  or  employee  or  service  as a
director with the Company and all subsidiaries terminates by reason of change in
control (within the meaning of Section 5(b) above), his or her Stock Options, if
any, shall expire on the first anniversary of such termination of employment.

11.      Miscellaneous.

         (a) Legal and Other Requirements. The obligation of the Company to sell
and deliver Common Stock under the Plan shall be subject to all applicable laws,
regulations,  rules and approvals,  including, but not by way of limitation, the
effectiveness  of a registration  statement  under the Securities Act of 1933 if
deemed  necessary  or  appropriate  by the Company.  Certificates  for shares of
Common  Stock  issued  hereunder  may  be  legended  as  the  Board  shall  deem
appropriate.

         (b) No Obligation to Exercise  Options.  The granting of a Stock Option
shall impose no obligation upon an optionee to exercise such Stock Option.

         (c)  Termination  and  Amendment of Plan.  The Board,  without  further
action on the part of the  shareholders  of the  Company,  may from time to time
alter, amend or suspend the Plan or any Stock Option granted hereunder or may at
any time terminate the Plan, except that, unless approved by the shareholders in
accordance  with Section 9 hereof,  it may not (except to the extent provided in
Section  7  hereof):  (i)  change  the total  number  of shares of Common  Stock
available for grant under the Plan; (ii) extend the duration of the Plan;  (iii)
increase  the  maximum  term of  Stock  Options;  or (iv)  change  the  class of
officers, employees and directors eligible to be granted Stock Options under the
Plan.  No action  taken by the Board  under  this  Section  may  materially  and
adversely affect any outstanding  Stock Option without the consent of the holder
thereof.

         (d) Application of Funds. The proceeds received by the Company from the
sale of  Common  Stock  pursuant  to  Stock  Options  will be used  for  general
corporate purposes.

         (e)  Withholding  Taxes.  Upon the  exercise of any Stock

                                       -6-
<PAGE>

Option, the Company shall have the right to require the optionee to remit to the
Company an amount sufficient to satisfy any federal, state and local withholding
tax  requirements  prior to the delivery of any certificate or certificates  for
shares of Common Stock.

         (f) Right To Terminate Employment. Nothing in the Plan or any agreement
entered into  pursuant to the Plan shall  confer upon any  officer,  employee or
other optionee the right to continue in the employment or service of the Company
or any  subsidiary or affect any right which the Company or any  subsidiary  may
have to terminate the employment of such officer, employee or other optionee.

         (g)  Rights  as a  Shareholder.  No  optionee  shall  have any right or
privileges as a shareholder  unless and until  certificates for shares of Common
Stock are issuable to him or her.

         (h) Leaves of Absence  and  Disability.  The Board shall be entitled to
make such rules,  regulations and  determinations  as it deems appropriate under
the Plan in  respect  of any  leave of  absence  taken by or  disability  of any
officer or employee. Without limiting the generality of the foregoing, the Board
shall be  entitled  to  determine  (i) whether or not any such leaves of absence
shall constitute a termination of employment within the meaning of the Plan, and
(ii) the impact,  if any, of any such leave of absence on awards  under the Plan
theretofore made to any officer or employee who takes such leave of absence.

         (i)  Notices.  Every  direction,  revocation  or notice  authorized  or
required by the Plan shall be deemed delivered to the Company (a) on the date it
is personally delivered to the Cashier or Chief Executive Officer of the Company
at its principal  executive  offices or (b) three business days after it sent by
registered or certified  mail,  postage  prepaid,  addressed to the Secretary at
such offices; and shall be deemed delivered to an optionee (a) on the date it is
personally  delivered to him or her or (b) three  business days after it is sent
by registered or certified mail, postage prepaid, addressed to him or her at the
last address shown for him or her on the records of the Company.

         (j)  Applicable   Law.  All  questions   pertaining  to  the  validity,
construction and  administration of the Plan and Stock Options granted hereunder
shall be determined in conformity with the laws of the State of Virginia.

         (k)  Elimination of Fractional  Shares.  If under any provisions of the
Plan  which  requires  a  computation  of the  number of shares of Common  Stock
subject to a Stock  Option,  the  number

                                       -7-
<PAGE>

so  computed  is not a whole  number of shares of Common  Stock,  such number of
shares of Common Stock shall be rounded down to the next whole number.
































                                      -8-