EXHIBIT 10.1
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                              SWVA BANCSHARES, INC.

                     1998 DIRECTORS STOCK COMPENSATION PLAN


         1. Purpose of the Plan. The Plan shall be known as the SWVA BANCSHARES,
INC.  ("Company")  1998  Directors  Stock  Compensation  Plan (the "Plan").  The
purpose of the Plan is to retain and reward qualified personnel for positions of
substantial  responsibility  as members of the Board of Directors of the Company
or any  present or future  parent or  subsidiary  of the  Company to promote the
success of the business.  The Plan is intended to provide for the grant of Stock
Options that are not "Incentive  Stock  Options,"  within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").

          2. Definitions. The following words and phrases when used in this Plan
with an initial capital letter,  unless the context clearly indicates otherwise,
shall have the meaning as set forth below. Wherever  appropriate,  the masculine
pronoun  shall include the feminine  pronoun and the singular  shall include the
plural.

                  (a) "Award"  means the grant by the Committee or in accordance
with the terms of the Plan of a Stock Option.

                  (b) "Board"  shall mean the Board of Directors of the Company,
or any successor or parent corporation thereto.

                  (c) "Change in Control"  shall mean: (i) the sale of all, or a
material   portion,   of  the  assets  of  the  Company;   (ii)  the  merger  or
recapitalization of the Company whereby the Company is not the surviving entity;
(iii) a change in control of the Company,  as otherwise defined or determined by
the Office of Thrift  Supervision or regulations  promulgated by it; or (iv) the
acquisition,  directly or indirectly,  of the beneficial  ownership  (within the
meaning of that term as it is used in Section 13(d) of the  Securities  Exchange
Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five
percent (25%) or more of the outstanding voting securities of the Company by any
person,  trust, entity or group. This limitation shall not apply to the purchase
of shares by underwriters in connection with a public offering of Company stock,
or the purchase of shares of up to 25% of any class of securities of the Company
by a  tax-qualified  employee stock benefit plan. The term "person" refers to an
individual or a corporation,  partnership,  trust,  association,  joint venture,
pool, syndicate, sole proprietorship,  unincorporated  organization or any other
form of entity not specifically  listed herein. The decision of the Committee as
to whether a Change in Control has occurred shall be conclusive and binding.

                  (d) "Code"  shall mean the Internal  Revenue Code of 1986,  as
amended, and regulations promulgated thereunder.

                  (e)  "Committee"  shall  mean the  Board or the  Stock  Option
Committee appointed by the Board in accordance with Section 5(a) of the Plan.

                  (f) "Common Stock" shall mean the common stock of the Company,
or any successor or parent corporation thereto.


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                  (g) "Company" shall mean the SWVA BANCSHARES, INC., the parent
corporation of the Savings Bank, or any successor or Parent thereof.

                  (h)  "Director"  shall  mean  a  member  of the  Board  of the
Company, or any successor or parent corporation thereto.

                  (i)  "Director  Emeritus"  shall  mean a person  serving  as a
director emeritus,  advisory  director,  consulting  director,  or other similar
position as may be  appointed  by the Board of  Directors of the Savings Bank or
the Company from time to time.

                  (j) "Disability" means any physical or mental impairment which
renders the Participant  incapable of continuing in the employment or service of
the Savings Bank or the Parent in his then current capacity as determined by the
Committee.

                  (k) "Effective Date" shall mean March 18, 1998.

                  (l) "Employee"  shall mean any person  employed by the Company
or any present or future  Parent or  Subsidiary  of the Company.  "Non-Employee"
shall mean an  individual  not  employed by the Company or any present or future
Parent or Subsidiary of the Company.

                  (m) "Fair  Market  Value"  shall mean the last  reported  sale
price of such  Common  Stock on such date or within the  preceding  20  business
days, or if there is no reported sale price during such period, then the mean of
the last  reported bid and ask price during such period.  If no such bid and ask
price is  available,  then the Fair  Market  Value  shall be  determined  by the
Committee in good faith.

                  (n)  "Option" or "Stock  Option"  shall mean an Award  granted
pursuant  to this Plan  providing  the holder of such  Option  with the right to
purchase Common Stock.

                  (o)     "Optioned Stock" shall mean stock subject to an Option
granted pursuant to the Plan.

                  (p) "Optionee" shall mean any person who receives an Option or
Award pursuant to the Plan.

                  (q)  "Parent"  shall mean any  present  or future  corporation
which would be a "parent  corporation"  as defined in Sections 424(e) and (g) of
the Code.

                  (r)  "Participant"  means any  director  of the Company or any
Parent or Subsidiary  of the Company or any other person  providing a service to
the Company who is selected by the Committee to receive an Award,  or who by the
express terms of the Plan is granted an Award.

                  (s) "Plan" shall mean the SWVA Bancshares, Inc. 1998 Directors
Stock Compensation Plan.

                  (t) "Savings Bank" shall mean Southwest Virginia Savings Bank,
FSB, or any successor corporation thereto.

                  (u) "Share" shall mean one share of the Common Stock.

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                  (v) "Subsidiary"  shall mean any present or future corporation
which  constitutes a "subsidiary  corporation" as defined in Sections 424(f) and
(g) of the Code.

          3. Shares  Subject to the Plan.  Except as  otherwise  required by the
provisions of Section 11 hereof,  the aggregate number of Shares with respect to
which Awards may be made  pursuant to the Plan shall not exceed  10,122  Shares.
Such  Shares  may  either  be from  authorized  but  unissued  shares  or shares
purchased  in the market for Plan  purposes.  If an Award shall  expire,  become
unexercisable,  or be forfeited for any reason prior to its exercise, new Awards
may be granted  under the Plan with  respect to the number of Shares as to which
such expiration has occurred.

         4.       Six Month Holding Period.

                  Except in the event of the death or disability of the Optionee
or a Change in Control of the  Company,  a minimum  of six  months  must  elapse
between  the  date of the  grant  of an  Option  and the date of the sale of the
Common Stock received through the exercise of such Option.

          5.      Administration of the Plan.

                  (a)   Composition  of  the   Committee.   The  Plan  shall  be
administered by the Board of Directors of the Company or a Committee which shall
consist of not less than two Directors of the Company appointed by the Board and
serving at the pleasure of the Board.  All persons  designated as members of the
Committee shall meet the  requirements of a "Non-Employee  Director"  within the
meaning of Rule 16b-3 under the Securities  Exchange Act of 1934, as amended, as
found at 17 CFR ss.240.16b-3.

                  (b) Powers of the Committee.  The Committee is authorized (but
only to the extent not  contrary  to the  express  provisions  of the Plan or to
resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and
rescind  rules and  regulations  relating to the Plan, to determine the form and
content of Awards to be issued  under the Plan and to make other  determinations
necessary or advisable for the  administration  of the Plan,  and shall have and
may  exercise  such other power and  authority  as may be delegated to it by the
Board from time to time. A majority of the entire  Committee shall  constitute a
quorum and the action of a majority  of the  members  present at any  meeting at
which a quorum is present  shall be deemed the  action of the  Committee.  In no
event may the Committee  revoke  outstanding  Awards  without the consent of the
Participant.

                  The President of the Company and such other  officers as shall
be  designated  by the  Committee  are  hereby  authorized  to  execute  written
agreements  evidencing  Awards on behalf of the  Company and to cause them to be
delivered  to the  Participants.  Such  agreements  shall set  forth the  Option
exercise price, the number of shares of Common Stock subject to such Option, the
expiration  date  of  such  Options,  and  such  other  terms  and  restrictions
applicable to such Award as are  determined  in accordance  with the Plan or the
actions of the Committee.

                  (c)   Effect   of   Committee's   Decision.   All   decisions,
determinations  and   interpretations  of  the  Committee  shall  be  final  and
conclusive on all persons affected thereby.


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          6.      Eligibility for Awards and Limitations.

                            (a)  The Committee shall from time to time determine
the  Participants  who shall be granted  Awards under the Plan and the number of
Awards to be granted to each such  persons.  In  selecting  Participants  and in
determining  the  number of Shares of Common  Stock to be  granted  to each such
Participant,  the Committee may consider the nature of the prior and anticipated
future  services  rendered  by each such  Participant,  each such  Participant's
current and potential  contribution to the Company and such other factors as the
Committee may, in its sole discretion, deem relevant. Participants who have been
granted an Award may, if otherwise eligible, be granted additional Awards.

                           (b)  In no event  shall  Shares  subject  to  Options
granted to any  Participant  exceed more than 15% of the total  number of Shares
authorized for delivery under the Plan.

          7. Term of the Plan.  The Plan shall  continue in effect for a term of
ten (10) years from the  Effective  Date,  unless the Plan is  terminated by the
Board in accordance with the Plan.

          8. Terms and Conditions of Stock Options. Stock Options may be granted
or awarded only to Participants.  Each Stock Option granted pursuant to the Plan
shall be evidenced by an  instrument  in such form as the  Committee  shall from
time to time  approve.  Each Stock  Option  granted  pursuant  to the Plan shall
comply with, and be subject to, the following terms and conditions:

                  (a)  Option  Price.  The price per Share at which  each  Stock
Option granted by the Committee under the Plan may be exercised shall not, as to
any  particular  Stock Option,  be less than the Fair Market Value of the Common
Stock on the date that such Stock Option is granted.

                  (b)  Payment.  Full  payment  for each  Share of Common  Stock
purchased  upon the exercise of any Stock Option granted under the Plan shall be
made at the time of exercise of each such Stock Option and shall be paid in cash
(in United States  Dollars),  Common Stock or a  combination  of cash and Common
Stock.  Common Stock  utilized in full or partial  payment of the exercise price
shall be valued at the Fair Market  Value at the date of  exercise.  The Company
shall  accept  full or  partial  payment  in  Common  Stock  only to the  extent
permitted  by  applicable  law. No Shares of Common  Stock shall be issued until
full payment has been received by the Company, and no Optionee shall have any of
the rights of a  stockholder  of the Company  until  Shares of Common  Stock are
issued to the Optionee.

                  (c) Term of Stock Option.  The term of  exercisability of each
Stock Option granted  pursuant to the Plan shall be not more than ten (10) years
from the date each such Stock Option is granted.

                  (d) Exercise  Generally.  Except as otherwise  provided by the
terms of the Plan or by action of the  Committee at the time of the grant of the
Options,  the Options granted will be first  exercisable as of the date of grant
of such options and shall remain exercisable during such periods of service as a
Director or Director Emeritus.

                  (e) Cashless  Exercise.  Subject to vesting  requirements,  if
applicable, an Optionee who has held an Stock Option for at least six months may
engage in the "cashless  exercise" of the Option.  Upon a cashless exercise,  an
Optionee  shall give the Company  written  notice of the  exercise of the Option
together with an order to a registered  broker-dealer or equivalent third party,
to sell part or all of the Optioned  Stock and to deliver enough of the proceeds
to the Company to pay the Option exercise price

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and any applicable withholding taxes. If the Optionee does not sell the Optioned
Stock through a registered broker-dealer or equivalent third party, the Optionee
can give the Company  written notice of the exercise of the Option and the third
party  purchaser of the Optioned Stock shall pay the Option  exercise price plus
any applicable withholding taxes to the Company.

                  (f)  Transferability.  An Stock Option granted pursuant to the
Plan shall be exercised  during an  Optionee's  lifetime only by the Optionee to
whom it was granted and shall not be assignable or  transferable  otherwise than
by will or by the laws of descent and distribution.

          9.      Awards to Directors.

                  As of March 18, 1998,  Stock Options to purchase  1,446 shares
of Common Stock shall be granted to each  Director of the Company or the Savings
Bank.  Such  Options  shall be  exercisable  at a price equal to the Fair Market
Value of the Common Stock as of the date of grant of such Options.  Such Options
will be first  exercisable as of the Date of Grant.  Such Options shall continue
to be exercisable  for a period of ten years following the date of grant without
regard to the continued  services of such  Director as an Employee,  Director or
Director  Emeritus.  In the event of the Optionee's  death,  such Options may be
exercised by the personal  representative  of his estate or person or persons to
whom his rights  under such  Option  shall have passed by will or by the laws of
descent and distribution.  Unless otherwise  inapplicable,  or inconsistent with
the  provisions  of this  paragraph,  the  Options to be  granted  to  Directors
hereunder shall be subject to all other provisions of this Plan.

         10.  Withholding  Tax. The Company  shall have the right to deduct from
all amounts paid in cash with respect to the cashless  exercise of Options under
the Plan any taxes  required  by law to be  withheld  with  respect to such cash
payments.  Where a  Participant  or other  person is entitled to receive  Shares
pursuant  to the  exercise  of an Option,  the  Company  shall have the right to
require the  Participant  or such other  person to pay the Company the amount of
any taxes which the Company is required to withhold with respect to such Shares,
or, in lieu  thereof,  to retain,  or to sell without  notice,  a number of such
Shares sufficient to cover the amount required to be withheld.

         11.      Recapitalization, Merger, Consolidation, Change in Control and
Other Transactions.

                  (a)  Adjustment.   Subject  to  any  required  action  by  the
stockholders of the Company,  within the sole  discretion of the Committee,  the
aggregate  number of Shares of Common  Stock for which  Options  may be  granted
hereunder,  the number of Shares of Common  Stock  covered  by each  outstanding
Option,  and the  exercise  price per Share of Common Stock of each such Option,
shall all be proportionately adjusted for any increase or decrease in the number
of issued and outstanding Shares of Common Stock resulting from a subdivision or
consolidation   of  Shares   (whether   by  reason  of  merger,   consolidation,
recapitalization,   reclassification,   split-up,   combination  of  shares,  or
otherwise) or the payment of a stock  dividend (but only on the Common Stock) or
any other  increase or  decrease  in the number of such  Shares of Common  Stock
effected  without the receipt or payment of  consideration by the Company (other
than Shares held by dissenting stockholders).

                  (b) Change in Control.  All  outstanding  Awards  shall become
immediately  exercisable in the event of a Change in Control of the Company,  as
determined  by the  Committee.  In the  event of such a Change in  Control,  the
Committee  and the Board of  Directors  will  take one or more of the  following
actions to be effective as of the date of such Change in Control:


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                  (i) provide that such Options shall be assumed,  or equivalent
options  shall  be  substituted,  ("Substitute  Options")  by the  acquiring  or
succeeding  corporation (or an affiliate thereof),  provided that: the shares of
stock  issuable upon the exercise of such  Substitute  Options shall  constitute
securities registered in accordance with the Securities Act of 1933, as amended,
("1933  Act") or such  securities  shall be  exempt  from such  registration  in
accordance  with  Sections  3(a)(2) or  3(a)(5) of the 1933 Act,  (collectively,
"Registered Securities"), or in the alternative, if the securities issuable upon
the  exercise  of  such  Substitute  Options  shall  not  constitute  Registered
Securities,  then the Optionee will receive upon  consummation  of the Change in
Control  transaction  a cash  payment for each Option  surrendered  equal to the
difference between (1) the Fair Market Value of the consideration to be received
for each share of Common  Stock in the Change in Control  transaction  times the
number of shares of Common Stock subject to such  surrendered  Options,  and (2)
the aggregate exercise price of all such surrendered Options, or

                  (ii) in the  event of a  transaction  under the terms of which
the holders of the Common Stock of the Company  will  receive upon  consummation
thereof a cash  payment  (the  "Merger  Price")  for each share of Common  Stock
exchanged in the Change in Control transaction, to make or to provide for a cash
payment to the Optionees  equal to the  difference  between (A) the Merger Price
times the number of shares of Common Stock  subject to such Options held by each
Optionee (to the extent then  exercisable  at prices not in excess of the Merger
Price) and (B) the aggregate  exercise price of all such surrendered  Options in
exchange for such surrendered Options.

                  (c)  Extraordinary   Corporate  Action.   Notwithstanding  any
provisions  of the Plan to the contrary,  subject to any required  action by the
stockholders   of  the  Company,   in  the  event  of  any  Change  in  Control,
recapitalization,   merger,   consolidation,   exchange  of  Shares,   spin-off,
reorganization,   tender  offer,   partial  or  complete  liquidation  or  other
extraordinary  corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event to:

                            (i)     appropriately adjust the number of Shares of
Common Stock  subject to each  Option,  the Option  exercise  price per Share of
Common Stock, and the  consideration to be given or received by the Company upon
the exercise of any outstanding Option;

                           (ii)    cancel any or all previously granted Options,
provided that  appropriate  consideration  is paid to the Optionee in connection
therewith; and/or

                         (iii)         make such other adjustments in connection
with  the  Plan as the  Committee,  in its  sole  discretion,  deems  necessary,
desirable, appropriate or advisable.

                  (d)  Acceleration.  The Committee  shall at all times have the
power to accelerate  the exercise date of Options  previously  granted under the
Plan.

                  (e) Non-recurring Dividends.  Upon the payment of a special or
non-recurring  cash  dividend  that has the effect of a return of capital to the
stockholders,   the  Option   exercise   price  per  share   shall  be  adjusted
proportionately and in an equitable manner.

         Except as expressly provided in Sections 11(a), 11(b) and 11(e) hereof,
no  Optionee  shall  have any rights by reason of the  occurrence  of any of the
events described in this Section 11.


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         12. Time of Granting Options.  The date of grant of an Option under the
Plan shall, for all purposes,  be the date specified in accordance with the Plan
or the date on which the  Committee  makes the  determination  of granting  such
Option.  Notice of the grant of an Option shall be given to each  individual  to
whom an Option is so  granted  within a  reasonable  time after the date of such
grant in a form determined by the Committee.

         13.  Modification  of Options.  At any time and from time to time,  the
Board may  authorize  the  Committee to direct the  execution  of an  instrument
providing  for the  modification  of any  outstanding  Option,  provided no such
modification, extension or renewal shall confer on the holder of said Option any
right or benefit  which could not be conferred on the Optionee by the grant of a
new  Option  at such  time,  or shall not  materially  decrease  the  Optionee's
benefits  under the Option  without  the  consent  of the holder of the  Option,
except as otherwise permitted under Section 14 hereof.

         14. Amendment and Termination of the Plan.

                  (a)      Action by the Board.  The Board may alter, suspend or
discontinue the Plan.

                  (b)  Change  in  Applicable  Law.  Notwithstanding  any  other
provision  contained  in the Plan,  in the event of a change in any  federal  or
state law,  rule or  regulation  which would make the exercise of all or part of
any previously  granted  Option  unlawful or subject the Company to any penalty,
the Committee may restrict any such exercise without the consent of the Optionee
or other holder thereof in order to comply with any such law, rule or regulation
or to avoid any such penalty.

         15. Conditions Upon Issuance of Shares; Limitations on Option Exercise;
Cancellation of Option Rights.

         (a) Shares shall not be issued with respect to any Option granted under
the Plan unless the  issuance  and delivery of such Shares shall comply with all
relevant  provisions of  applicable  law,  including,  without  limitation,  the
Securities  Act of 1933,  as  amended,  the  rules and  regulations  promulgated
thereunder,  any applicable  state  securities laws and the  requirements of any
stock exchange upon which the Shares may then be listed.

         (b)  The   inability   of  the   Company   to  obtain   any   necessary
authorizations,  approvals or letters of non-objection  from any regulatory body
or  authority  deemed by the  Company's  counsel to be  necessary  to the lawful
issuance and sale of any Shares issuable  hereunder shall relieve the Company of
any liability with respect to the non-issuance or sale of such Shares.

         (c) As a  condition  to the  exercise  of an Option,  the  Company  may
require  the  person  exercising  the  Option to make such  representations  and
warranties as may be necessary to assure the  availability  of an exemption from
the registration requirements of federal or state securities law.

         (d)  Notwithstanding   anything  herein  to  the  contrary,   upon  the
termination  of  employment  or service  of an  Optionee  by the  Company or its
Subsidiaries  for "cause" within the sole  discretion of the Board,  all Options
held by such  Participant  shall cease to be  exercisable as of the date of such
termination of employment or service.

         (e) Upon the  exercise of an Option by an Optionee  (or the  Optionee's
personal  representative),  the Committee,  in its sole and absolute discretion,
may make a cash payment to the

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Optionee,  in whole or in part,  in lieu of the  delivery  of  shares  of Common
Stock. Such cash payment to be paid in lieu of delivery of Common Stock shall be
equal to the difference between the Fair Market Value of the Common Stock on the
date of the Option exercise and the exercise price per share of the Option. Such
cash payment shall be in exchange for the cancellation of such Option. Such cash
payment  shall not be made in the event that such  transaction  would  result in
liability to the Optionee or the Company under  Section 16(b) of the  Securities
Exchange Act of 1934, as amended, and regulations promulgated thereunder.

         16.  Reservation  of Shares.  During the term of the Plan,  the Company
will  reserve and keep  available a number of Shares  sufficient  to satisfy the
requirements of the Plan.

         17. Unsecured Obligation.  No Participant under the Plan shall have any
interest  in any fund or special  asset of the  Company by reason of the Plan or
the grant of any  Option  under the Plan.  No trust  fund  shall be  created  in
connection with the Plan or any grant of any Option hereunder and there shall be
no required funding of amounts which may become payable to any Participant.

         18. No Employment  Rights. No Director,  Employee or other person shall
have a right to be selected as a  Participant  under the Plan.  Neither the Plan
nor any action  taken by the  Committee in  administration  of the Plan shall be
construed  as giving  any person any rights of  employment  or  retention  as an
Employee,  Director or in any other capacity with the Company,  the Savings Bank
or other Subsidiaries.

         19.  Governing  Law.  The Plan shall be  governed by and  construed  in
accordance  with the laws of the State of  Virginia,  except to the extent  that
federal law shall be deemed to apply.





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