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                                                                    EXHIBIT 10.1

                                                    (RESTATED FOR SEC ELECTRONIC
                                                           FILING PURPOSES ONLY)

              MOUNTAIN NATIONAL BANCSHARES, INC. STOCK OPTION PLAN

      1. ESTABLISHMENT AND PURPOSE OF THE PLAN. The purpose of this Plan is to
provide a flexible means of compensation and motivation for outstanding
performance by employees of the Company and its Subsidiaries, directors of the
Company, and organizers of the Company to further the growth and profitability
of the Company.

      2. DEFINITIONS.

         BOARD OR BOARD OF DIRECTORS. The Board of Directors of the Company.

         COMMON STOCK. The common stock of the Company, $1.00 par value.

         COMPANY. Mountain National Bancshares, Inc., a Tennessee
         corporation.

         EMPLOYEE. A full-time key employee of the Company or a Subsidiary,
         including an officer who is such an employee.

         FAIR MARKET VALUE. The fair market value of the shares of Common
         Stock as of such date as determined in good faith by the Board of
         Directors.

         INCENTIVE STOCK OPTION. Any Option intended to meet the
         requirements of an incentive stock option as defined in
         Section 422.

         NON-QUALIFIED STOCK OPTION. Any Option not intended to be an
         Incentive Stock Option.

         OPTION. An options to purchase Common Stock granted under the Plan,
         including both an Incentive Stock Option and a Non-Qualified Stock
         Option.

         PERSON. An individual, a partnership, a corporation, or any other
         private, governmental or other entity.

         PLAN. The Mountain National Bancshares, Inc. Stock Option Plan
         herein set forth, as the same may from time to time be amended.

         RULE 16B-3. Rule 16b-3 under the Securities Exchange Act of 1934, as
         amended, and any successor rule or regulation.

         SECTION 422. Section 422 of the Internal Revenue Code of 1986, as
         amended, or any successor statute.

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         SUBSIDIARY. Any business association (including a corporation or a
         partnership) in an unbroken chain of such associations beginning
         with the Company if each of the associations (other than the last
         association in such chain) owns equity interests possessing 50% or
         more of the combined voting power of all classes of equity interests
         in one of the other associations in such chain.

      3. ELIGIBILITY. A grant under this Plan may be made to any Employee, any
director of the Company, or any organizers as to whom the Board of Directors
determines that making such grant is in the best interests of the Company;
provided, however, that (i) no grant may be made to a director of the Company
who serves on the Board of Directors other than as provided under Rule 16b-3,
and (ii) no grant of an Incentive Stock Option may be made to a person other
than an Employee.

      4. PLAN ADMINISTRATION. This Plan shall be administered by the Board of
Directors. The Board of Directors shall have full power to interpret and
administer this Plan and full authority to act in selecting the grantees and in
determining type and amount of grants, the terms and conditions of grants, and
the terms of agreements which will be entered into with grantees governing such
grants. The Board of Directors shall have the power to make rules and guidelines
for carrying out the Plan and to make changes in such rules and guidelines from
time to time as it deems proper. Any interpretation by the Board of Directors of
the terms and provisions of the Plan and the administration thereof and all
action taken by the Board of Directors shall be final and binding.

      5. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in
Section 8, the total amount of shares of Common Stock available for grant under
this Plan shall be up to 600,000 shares of Common Stock of the Company less the
number of shares of Common Stock issuable upon the exercise of stock options
assumed by the Company by virtue of the Plan of Reorganization dated March 28,
2002 between the Company and Mountain National Bank. Shares of Common Stock
issued hereunder may consist, in whole or in part, of authorized and unissued
shares, treasury shares and shares acquired in the open market or by private
purchase by the Company. Any Common Stock which is purchased shall be purchased
by the Company at prices no higher than the Fair Market Value of such Common
Stock at the time of purchase. If for any reason any shares of Common Stock
issued under any grant hereunder are forfeited or canceled, or a grant otherwise
terminates or is terminated for any reason without the issuance of any shares,
then all such shares, to the extent of any such forfeiture, cancellation or
termination, shall again be available for grant under this Plan.

      6. TYPES OF GRANTS.

            (a)   The Board of Directors may make such grants under this Plan as
                  in its discretion it deems advisable to effect the purpose of
                  the Plan, including without limitation grants of Incentive
                  Stock Options and Non-Qualified Stock Options. Such grants may
                  be issued separately or in combination, or in tandem, and
                  additional grants may be issued in combination, or

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                  in tandem,with grants previously issued under this Plan or
                  otherwise. As used in the Plan, references to grants in tandem
                  shall mean grants consisting of more than one type of grant
                  where the exercise of one element of the grant effects the
                  cancellation of one or more other elements of the grant.

            (b)   The exercise price of an Option or other grant shall equal at
                  least 100% of the Fair Market Value of the shares of Common
                  Stock on the date of such grant, and be paid in cash or such
                  other consideration as the Board of Directors may determine
                  consistent with applicable law.

      7. OPTIONS.

            (a)   Each Option shall have such terms and conditions as the Board
                  of Directors shall determine in accordance with this Plan. A
                  grantee shall have no rights of a shareholder with respect to
                  any shares of Common Stock subject to an Option unless and
                  until a certificate for such shares has been issued.

            (b)   All the provisions of Section 422 and the regulations
                  thereunder as in effect from time to time are hereby
                  incorporated by reference herein with respect to Incentive
                  Stock Options to the extent that their inclusion in this Plan
                  is necessary from time to time to preserve their status as
                  incentive stock options for purposes of Section 422. Each
                  provision of the Plan and each agreement relating to an
                  Incentive Stock Option shall be construed so that it shall be
                  an incentive stock option for purposes of Section 422, and any
                  provisions thereof which cannot be so construed shall be
                  disregarded.

            (c)   Notwithstanding any other provision herein contained, no
                  Employee may receive an Incentive Stock Option under the Plan
                  if such Employee, at the time the award is granted, owns (as
                  defined in Section 424(d) of the Internal Revenue Code, as
                  amended (the "Code")) stock possessing more than 10% of the
                  total combined voting power of all classes of stock of the
                  Company, its parent or any subsidiary, unless the option price
                  for such Incentive Stock Option is at least 110% of the fair
                  market value of the Common Stock subject to such Incentive
                  Stock Option on the date of grant and such Option is not
                  exercisable after the date five years from the date such
                  Option is granted.

            (d)   The aggregate fair market value (determined with respect to
                  each Incentive Stock Option as of the time such Incentive
                  Stock Option is granted) of the capital stock with respect to
                  which Incentive Stock Options are exercisable for the first
                  time by an Employee during any calendar year (under this Plan
                  or any other plan of the Company or the parent or any
                  subsidiary of the Company) shall not exceed $100,000.

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            (e)   No Option shall exceed ten years in duration. No Incentive
                  Stock Option shall be granted pursuant to this Plan at any
                  time beyond ten years from the earlier of the adoption date of
                  the Plan or the date of shareholder approval of the Plan.

      8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of a
      reorganization, recapitalization, stock split, stock dividend, issuance of
      securities convertible into Common Stock, combination of shares, merger,
      consolidation or any other change in the corporate structure of the
      Company affecting Common Stock, or a sale by the Company of all or
      substantially all of its assets, or any distribution to shareholders other
      than a normal cash dividend, or any assumption or conversion of
      outstanding grants as a result of an acquisition, and except as otherwise
      provided in an agreement between the Recipient and the Company, the Board
      of Directors shall make appropriate adjustments in the number and kind of
      shares authorized by the Plan and any adjustments in outstanding grants as
      it deems appropriate to maintain equivalent value; provided, however, that
      adjustments to Incentive Stock Options shall meet the applicable
      requirements of Section 422 and Section 424 of the Code.

      9. TERMINATION AND AMENDMENT.

            (a)   This Plan shall be effective upon its adoption by the Board of
                  Directors, provided that approval by the shareholders of the
                  Company is obtained within the 12 months preceding or
                  following such adoption. It shall remain in full force and
                  effect unless terminated by the Board of Directors, which
                  shall have the power to amend, suspend, terminate or reinstate
                  this Plan at any time, provided that no amendment which
                  increases the number of Shares of Common Stock subject to the
                  Plan, or materially adversely affects the availability of Rule
                  16b-3 with respect to this Plan, shall be made without
                  shareholder approval.

            (b)   Without limiting the generality of the foregoing, the Board of
                  Directors may (i) amend any limitations in this Plan if and
                  when they are no longer required under Rule 16b-3 or Section
                  422 and (ii) amend the provisions of this Plan to assure its
                  continued compliance with Rule 16b-3 and Section 422.

      10. NON-ASSIGNABILITY. Unless otherwise specified in an agreement between
      an organizer and the Company, grants are not transferable other than by
      will or the laws of descent and distribution. A grant is exercisable
      during the grantee's lifetime only by the grantee or his or her guardian
      or legal representative.

      11. EXERCISE BY ESTATE. Any provision of this Plan to the contrary
      notwithstanding, unless otherwise determined by the Board of Directors,
      the

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      estate of any grantee shall have 12 months from the date of such grantee's
      death to exercise any grant hereunder, or such longer period as the Board
      of Directors may determine.

      12. GENERAL PROVISIONS.

            (a)   Nothing contained in this Plan, or in any grant made pursuant
                  to the Plan, shall confer upon any grantee any right with
                  respect to terms, conditions or continuance of employment by
                  the Company or any Subsidiary.

            (b)   For purposes of this Plan, transfer of employment between the
                  Company and any of its Subsidiaries shall not be deemed
                  termination of employment.

            (c)   Appropriate provision may be made by the Board of Directors
                  for all taxes required to be withheld in connection with any
                  grant, the exercise thereof, and the transfer of shares of
                  Common Stock, in respect of any federal, state, local or
                  foreign withholding taxes. In the case of payment in the form
                  of Common Stock, the Company shall have the right to retain
                  the number of shares of Common Stock whose Fair Market Value
                  equals the amount to be withheld.

            (d)   If any day on or before which such action by the Plan must be
                  taken falls on a Saturday, Sunday or legal holiday, such
                  action may be taken on the next succeeding day which is not a
                  Saturday, Sunday or legal holiday.

            (e)   This Plan and all determinations made and actions taken
                  pursuant thereto shall be governed by the substantive laws and
                  procedural provisions of the State of Tennessee, without
                  regard to principles of conflicts of laws, unless otherwise
                  governed by federal law.

            (f)   The Board of Directors may amend any outstanding grants to the
                  extent it deems appropriate, provided that the grantee's
                  consent shall be required in the case of amendments adverse to
                  the grantee.

      13. CHANGE OF CONTROL OF THE COMPANY.

            (a)   Any provision of this Plan to the contrary notwithstanding, in
                  the event of a change in control of the Company, unless (i)
                  otherwise directed by the Board of Directors by resolution
                  adopted prior to such Change in Control or within ten days
                  thereafter or (ii) otherwise provided in the agreement entered
                  into between the Company and a grant recipient, all of the
                  grants under this Plan shall become completely vested and
                  immediately exercisable.

            (b)   For purposes of this Section 13, "Change in Control" of the
                  Company shall mean the occurrence of one or more of the
                  following:

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                        (i)   acquisition in one or more transactions of 25
                              percent or more of the Common Stock by any Person,
                              or by two or more Persons acting as a group,
                              other than directly from the Company;

                        (ii)  acquisition in one or more transactions of at
                              least 15 percent but less than 25 percent of the
                              Common Stock by any Person, or by two or more
                              Persons acting as a group (excluding officers and
                              directors of the Company), and the adoption by the
                              Board of Directors of a resolution declaring that
                              a change in control of the Company has occurred;

                        (iii) a merger, consolidation, reorganization,
                              recapitalization or similar transaction involving
                              the securities of the Company upon the
                              consummation of which more than 50 percent in
                              voting power of the voting securities of the
                              surviving corporation(s) is held by Persons other
                              that former shareholders of the Company; or

                        (iv)  25 percent or more of the directors elected by
                              shareholders of the Company to the Board of
                              Directors are persons who were not listed as
                              nominees in the Company's then most recent proxy
                              statement (the "New Directors"), unless a majority
                              of the members of the Board of Directors,
                              excluding the New Directors, vote that no change
                              of control shall have occurred by virtue of the
                              election of the New Directors.

            (c)   If grants shall become exercisable pursuant to this Section
                  13, the Company shall use its best efforts to assist the
                  grantees in exercise of their grants in such a manner as to
                  avoid liability to the Company for profits under Section 16(b)
                  of the Securities Exchange Act of 1934, as amended, as a
                  result of such exercise, including (not by way of limitation)
                  explanation of an assistance in meeting the requirements of
                  Paragraph (e) of Rule 16b-3.

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      14. UNDERCAPITALIZATION. In the event the Company's capital falls below
      minimum regulatory requirements, as determined by the Company's primary
      state or federal regulator, the Company's primary federal regulator may
      direct the Company to require any holder granted options under this Plan
      to exercise or forfeit their stock rights under those grants.

      IN WITNESS WHEREOF, the foregoing Mountain National Bancshares Inc. Stock
Option Plan has been executed this ____ day of ___________, 1998.

                                             MOUNTAIN NATIONAL BANCSHARES, INC.

                                             By:________________________________
                                             Its:_______________________________
Attest:

________________________________