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                                                                    EXHIBIT 10.1

                        LIBERTY NATIONAL BANCSHARES, INC.
                   NON-MANAGEMENT DIRECTORS' STOCK OPTION PLAN

                                   1. PURPOSE.

         Liberty National Bancshares, Inc. (formerly Rockdale National
Bancshares, Inc.) a Georgia corporation (the "Company"), hereby adopts the
Liberty National Bancshares, Inc. Non-Management Directors' Stock Option Plan
(the "Plan") to secure and retain the services of those directors of the Company
who are not employed by the Company or any of its affiliates (the "Eligible
Optionees") by giving them an opportunity to invest in the future success of the
Company.

                               2. ADMINISTRATION.

         The Plan shall be administered by the Board of Directors of the Company
(the "Board of Directors") or a committee consisting of at least two of its
members (the "Committee").

         Each member of the Committee shall serve at the pleasure of the Board
of Directors, which may fill any vacancy, however caused, in the Committee. The
Committee shall select one of its members as a chairman and shall hold meetings
at the times and in the places as it may deem advisable. All actions the
Committee takes shall be made by majority decision. Any action evidenced by a
written instrument signed by all of the members of the Committee shall be as
fully effective as if the Committee had taken the action by majority vote at a
meeting duly called and held.

         The Board of Directors or the Committee shall have complete and
conclusive authority to (1) interpret the Plan, (2) prescribe, amend and rescind
rules and regulations relating to it, and (3) make all other determinations
necessary or advisable for the administration of the Plan. The Board of
Directors' or the Committee's determinations on these matters shall be
conclusive.

         In addition to any other rights of indemnification that they may have
as directors of the Company or as members of the Committee, the directors of the
Company and members of the Committee shall be indemnified by the Company against
the reasonable expenses, including attorneys' fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of action taken or failure to act under or in connection with the Plan
or any Option granted thereunder, and against all amounts paid by them in
settlement thereof (provided the settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any action, suit or proceeding, except in relation to matters as to which it
shall be adjudged in the action, suit or proceeding that the director or
Committee member is liable for negligence or misconduct in the performance of
his duties.

                              3. GRANT OF OPTIONS.

         (a) Initial Grants. Each Eligible Optionee serving as a member of the
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Board of Directors on the Effective Date (as defined in Section 6 of the Plan)
shall be granted an option as of the Effective Date to purchase 5,000 shares of
common stock, $1.00 par value per share, of the Company (the "Stock").

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         (b) Subsequent Grants During Tenure as a Director. Each Eligible
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Optionee shall be granted as of the last business day of each fiscal year of the
Company following the Effective Date an option to purchase 500 shares of Stock;
provided the Eligible Optionee continues to serve as a member of the Board of
Directors as of the last business day of that fiscal year.

         (c) Conditions to Grants. No options under the Plan shall be granted to
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an Eligible Optionee who is otherwise precluded from receiving a grant of the
Company's equity securities. In the event the remaining number of shares of
Stock reserved for issuance under the Plan are insufficient to grant options for
the appropriate number of shares of Stock to all Eligible Optionees as of any
grant date, then no options shall be granted as of that grant date.

                            4. STOCK SUBJECT TO PLAN.

         The Company has authorized and reserved for issuance upon the exercise
of options pursuant to the Plan an aggregate of 100,000 shares of Stock. If any
option is canceled, expires or terminates without the respective optionee
exercising it in full, options with respect to those unpurchased shares of Stock
may be granted to that same optionee or to another eligible individual or
individuals under the terms of this Plan.

         The Board of Directors or the Committee shall adjust the total number
of shares of Stock reserved for issuance under the Plan and any outstanding
options, both as to the number of shares of Stock and the option price, for any
increase or decrease in the number of outstanding shares of Stock resulting from
a stock split or a payment of a stock dividend on the Stock, a subdivision or
combination of the Stock, a reclassification of the Stock, a merger or
consolidation of the Stock or any other like changes in the Stock or in their
value; provided that any such adjustment shall be made in a manner consistent
with the reason for the adjustment and shall be effected uniformly among
optionees. Outstanding options shall not be adjusted for cash dividends or the
issuance of rights to subscribe for additional stock or securities of the
Company.

         The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined by the Board of Directors or the
Committee in its sole discretion. Any adjustment may provide for the elimination
of any fractional share of Stock which might otherwise become subject to an
option.

         The grant of an option shall not affect in any way the right or power
of the Company to make adjustments, reclassifications, reorganizations, or
changes in its capital or business structure, or to merge, consolidate,
dissolve, liquidate, sell or transfer all or any part of its business or assets.

                     5. TERMS AND CONDITIONS OF ALL OPTIONS.

         Each option granted pursuant to the Plan shall be evidenced by a stock
option agreement or other appropriate documentation (the "Agreement") in the
form and containing the terms and conditions as the Board of Directors or the
Committee from time to time may determine, provided that each Agreement will:

         (a) state an exercise price per share which will be the Average Market
Price of a share of stock on the date of the grant. "Average Market Price" shall
mean the mean between the high "bid" and low "ask" prices as of the close of
business for the Company's shares of common stock in the

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over-the-counter market, as reported by the National Association of Securities
Dealers, Inc. Automated Quotation System (or other national quotation service).
If the Company's common stock is not regularly traded in the over-the-counter
market but is listed on The Nasdaq Stock Market or is registered on a national
securities exchange, "Average Market Price" shall mean the closing price of the
Company's common stock on such stock market or national securities exchange. In
the event there shall be no public market for the shares of the Company's common
stock on such date, the fair market value of the shares of the Company's common
stock shall be determined in good faith by the Board of Directors;

         (b) state the terms and conditions for payment, except as otherwise
provided by Section 7 of the Plan;

         (c) state that the option shall expire on the earlier of the tenth
anniversary of the date of grant or the first anniversary of the date that the
optionee ceases to serve as a member of the Board of Directors for any reason
other than the death or disability (as defined in Section 72(m)(7) of the
Internal Revenue Code of 1986, as amended (the "Code")) of the optionee;

         (d) provide that an option granted pursuant to Section 3 of the Plan
shall become exercisable in full as to the shares subject thereto as of the date
of grant;

         (e) provide that the option is not transferrable by the optionee other
than as provided by (1) the will of the optionee, or (2) the applicable laws of
descent and distribution, and is exercisable during the optionee's lifetime only
by the optionee except as provided in Subsection (f) of this Section 5; and

         (f) provide that if an optionee dies or becomes disabled (as defined in
Section 72(m)(7) of the Code) during the term of the option, the option may be
exercised by the optionee or (to the extent the optionee would have been
entitled to do so) by a legatee or legatees of the optionee under his last will,
or by his guardian.

                                6. TERM OF PLAN.

         The effective date of the Plan (the "Effective Date") shall be the date
the Plan is adopted by the Board of Directors.

         The Plan shall remain in effect until all shares subject to, or which
may become subject to, the Plan shall have been purchased pursuant to options
granted under the Plan; provided that options under the Plan must be granted
within 10 years from the Effective Date.

                             7. EXERCISE OF OPTION.

         The optionee may purchase shares of Stock subject to an option only
upon receipt by the Company of a notice in writing from the optionee of his
intent to purchase a specific number of shares of Stock and which notice
contains such representations regarding compliance with the federal and state
securities laws as the Board of Directors or the Committee may reasonably
request. The purchase price shall be paid in full upon the exercise of an option
and no shares of Stock shall be issued or delivered until full payment therefor
has been made. Payment of the purchase price for all shares of Stock purchased
pursuant to the exercise of an option shall be made by cash or certified check.

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         Until stock certificates reflecting shares of Stock accruing to the
optionee upon the exercise of the option are issued to the optionee, the
optionee shall have no rights as a shareholder with respect to such shares. The
Company shall make no adjustment to shares of Stock for any dividends or
distributions or other rights for which the record date is prior to the issuance
of that stock certificate, except as the Plan otherwise provides.

                                8. ASSIGNABILITY.

         Except as set forth in Section 5 of the Plan, no option or any of the
rights and privileges thereof accruing to an optionee shall be transferred,
assigned, pledged or hypothecated in any way whether by operation of law or
otherwise, and no option, right or privilege shall be subject to execution,
attachment or similar process.

                        9. NO RIGHT TO CONTINUED SERVICE.

         No provision in the Plan or any option shall confer upon any optionee
any right to continue performing services for or to interfere in any way with
the right of the shareholders of the Company to remove such optionee as a
director of the Board of Directors at any time for any reason.

                         10. AMENDMENT AND TERMINATION.

         The Board of Directors at any time may amend or terminate the Plan in
any respect. Notwithstanding the foregoing, in no event shall the Board of
Directors amend the Plan more than once every six months, other than to comport
with changes in the Code, the Employee Retirement Income Security Act of 1974,
or the rules thereunder. No amendment or termination of the Plan shall adversely
affect the rights of an optionee with regard to his options without his consent.

                            11. GENERAL RESTRICTION.

         Each option is subject to the condition that if at any time the
Company, in its discretion, shall determine that the listing, registration or
qualification of the shares of Stock covered by such option upon any securities
exchange or under any state or federal law is necessary or desirable as a
condition of or in connection with the granting of such option or the purchase
or delivery of shares of Stock thereunder, the delivery of any or all shares of
Stock pursuant to such option may be withheld unless and until such listing,
registration or qualification shall have been effected. If a registration
statement is not in effect under the Securities Act of 1933, as amended, or any
applicable state securities laws with respect to the shares of Stock purchasable
or otherwise deliverable under the option then outstanding, the Company may
require, as a condition of exercise of any option or as a condition to any other
delivery of shares of Stock pursuant thereto, that the optionee or the
optionee's representative represent, in writing, that the shares of Stock
received pursuant to the option are being acquired for investment and not with a
view to distribution and agree that the shares of Stock will not be disposed of
except pursuant to an effective registration statement, unless the Company shall
have received an opinion of counsel that such disposition is exempt from such
requirement under the Securities Act of 1933, as amended and any applicable
state securities laws. The Company may endorse on certificates representing
shares of Stock delivered pursuant to an option such legends referring to the
foregoing representations or restrictions or any other applicable restrictions
on resale as the Company, in its discretion, shall deem appropriate.

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         Options granted to persons subject to Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") must comply with Rule
16b-3 and shall contain such additional conditions or restrictions as may be
required thereunder to qualify for the maximum exemption from Section 16 of the
Exchange Act with respect to Plan transactions.

                               12. REORGANIZATION.

         In case the Company is merged or consolidated with another corporation
and the Company is not the surviving corporation, or in case the property or
stock of the Company is acquired by another corporation, or in case of a
separation, reorganization, recapitalization or liquidation of the Company, the
Board of Directors, or the board of directors of any corporation assuming the
obligations of the Company hereunder, shall either (i) make appropriate
provision for the protection of any outstanding options by the substitution on
an equitable basis of appropriate stock of the Company, or of the merged,
consolidated or otherwise reorganized corporation which will be issuable in
respect to the shares of common stock of the Company, provided only that the
excess of the aggregate fair market value of the shares subject to option
immediately after such substitution over the purchase price thereof is not more
than the excess of the aggregate fair market value of the shares subject to
option immediately before such substitution over the purchase price thereof, or
(ii) upon written notice to the optionee, provide that the option (including the
shares not then exercisable) must be exercised within 60 days of the date of
such notice or it will be terminated.

                               13. CHOICE OF LAW.

         The laws of the State of Georgia shall govern the Plan.