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                                                                    EXHIBIT 10.2

                        FIRST COMMUNITY BANCSHARES, INC.
                        2001 DIRECTORS STOCK OPTION PLAN

                                    ARTICLE I

                                     PURPOSE

         The purpose of this 2001 Directors Stock Option Plan (the "Plan") is to
     encourage and facilitate investment in the common stock of First Community
     Bancshares, Inc. (the "Corporation") by nonemployee directors of the
     Corporation, whose efforts are expected to contribute to its future growth
     and continued success.

                                   ARTICLE II

                                   ELIGIBILITY

         The individuals who shall be participants in the Plan shall be all
     current members of the Board of Directors of the Corporation (the "Board")
     who are not employees of the Corporation or its affiliates.

                                   ARTICLE III

                                 ADMINISTRATION

         3.1      BOARD OF DIRECTORS. The Plan shall be administered by the
Board.

         3.2      POWERS. Within the limits of the express provisions of the
Plan, the Board shall determine: (a) the form and amount of the awards; and (b)
any additional limitations, restrictions and conditions applicable to any such
award and not set forth in the Plan. In making such determinations, the Board
may take into account such factors as the Board in its discretion shall deem
relevant.

         3.3      INTERPRETATIONS. Subject to the express provisions hereof, the
Board may interpret the Plan, prescribe, amend and rescind rules and regulations
relating to it, and make all other determinations it deems necessary or
advisable for the administration of the Plan.

         3.4      BOARD DETERMINATIONS CONCLUSIVE. 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. No director shall participate in any decision affecting his or her
interest in the Plan unless the decision affects all participants equally.

                                   ARTICLE IV

                                AWARD OF OPTIONS

         4.1      FORM. Awards under the Plan will be granted in the form of
Nonstatutory Stock Options ("Options") as described under Section 83 of the
Internal Revenue Code of 1986, as amended (the "Code"). Each outstanding Option
shall be in the form of the stock option agreement attached hereto as Exhibit A
(the "Agreement"). Exhibit B attached hereto sets forth the Options granted
contemporaneously with the adoption of this Plan.

         4.2      MAXIMUM LIMITATIONS. The aggregate number of shares of common
stock available for the granting of Options under the Plan shall be 90,000
shares, subject to adjustment pursuant to Article VIII. Shares of common stock
issued pursuant to the Plan may be either authorized but unissued shares or
shares now or hereafter held

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by the Corporation as treasury stock. In the event that, prior to the end of the
period during which Options may be granted hereunder, any 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 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 an Option hereunder.

                                    ARTICLE V

                                  OPTION TERMS

         The Options granted under the Plan shall be in such form and upon such
terms and conditions as the Board shall from time to time determine, subject to
the following limitations:

         (a)      EXERCISE PRICE. The exercise price of each Option shall be 100
                  percent of the fair market value of the common stock subject
                  to such Option on the date of grant (the "Date of Grant").

         (b)      VESTING. All Options shall be vested and exercisable in
                  accordance with the applicable Agreement.

         (C)      TERM OF OPTIONS. Notwithstanding any other provision hereof,
                  no Option may be exercised after the tenth anniversary of the
                  Date of Grant; and any such unexercised Option shall lapse.
                  Vested Options granted pursuant to the Plan shall be
                  exercisable for a period of two years after the date of the
                  grantee's retirement (provided that retirement occurs at or
                  after age 70), or disability (as determined by the Board) or
                  within one year after the grantee's death, whichever first
                  occurs. If service as a director ceases other than by
                  retirement at or after age 70, disability or death, vested
                  options must be exercised within one year after the effective
                  date of cessation. Any option not exercised within such period
                  shall be deemed canceled.

         (d)      EXECUTION OF AGREEMENT. The Board shall, as a condition to the
                  grant of an Option pursuant to the Plan, require each
                  recipient of such Option to enter into an Agreement within 60
                  days after the Date of Grant thereof.

                                   ARTICLE VI

                    GENERAL PROVISIONS APPLICABLE TO OPTIONS

         6.1      TERMS AND CONDITIONS. Options shall be subject to such terms
and conditions as the Board shall determine; provided that such determinations
are not inconsistent with the provisions of this Plan.

         6.2      MANNER OF EXERCISE OF OPTIONS AND PAYMENTS FOR COMMON STOCK.
Options may be exercised by an optionee, by the legatee or legatees of such
Option under the optionee's last will and testament, or by his or her executors,
personal representatives or distributees, by giving written notice to the
Secretary of the Corporation stating the number of shares of common stock with
respect to which the Option is being exercised and tendering payment in full
therefore. Payment shall be made in cash or by certified check or, if the Board
in its discretion agrees, in shares of common stock of the Corporation (the
number of such shares being determined by dividing the total exercise price by
the current fair market value per share of the common stock on the date of
exercise) or such other means of payment as may be agreed to by the Board and
optionee to the extent such payment method is not otherwise inconsistent with
the applicable provisions of law governing nonstatutory stock options at the
time of exercise. As soon as reasonably possible following such exercise, a
certificate representing the shares of common stock purchased, registered in the
name of the optionee, shall be delivered to the optionee.

                                   ARTICLE VII

                            TRANSFERABILITY OF OPTION

         No Option may be transferred, assigned, pledged or hypothecated
(whether by operation of law or otherwise),

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except as provided by will or the applicable laws of descent or distribution;
and 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 an Option not specifically
permitted herein shall be null and void and without effect.

                                  ARTICLE VIII

                   ADJUSTMENTS TO OPTIONS AND RESERVED SHARES

         The aggregate number of shares of common stock with respect to which
Options may be granted, the aggregate number of shares of common stock subject
to each outstanding Option, and the option price per share of each such Option,
shall all be appropriately adjusted as a result of 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
dividend in common stock of the Corporation, or any other increase or decrease
in the number of such shares outstanding effected without receipt of
consideration by the Corporation.

                                   ARTICLE IX

                           CHANGE OF CONTROL, MERGER,
                          CONSOLIDATION AND DISSOLUTION

         In the event of a change of control, or upon the dissolution or
liquidation of the Corporation, each Option shall continue to vest and shall be
exercisable in accordance with the terms of the original grant, provided that
Options held by any participant who remains a director of the Corporation or its
successor during the 90-day period following a change of control and thereafter
resigns shall continue to be deemed granted and vest as if the Optionee
continued to be a director. Such person, if living, shall be entitled to
exercise such options within two years after the earlier of cessation of service
or attainment of age 70 (provided that there shall be no age limitation for
persons serving as directors of the Corporation on December 31, 1990), or within
one year after such person's death, whichever first occurs. The Corporation
shall require in connection with any change of control that any successor agree
to honor all outstanding but unexercised Options in accordance with the terms
thereof, modified in accordance with the exchange ratio of the change of control
transaction to provide for the appropriate number of shares of any successor
corporation.

For purposes of this Plan, the term "change in control" shall mean the purchase
or other acquisition by any person, entity or group of persons, within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act"),
or any comparable successor provision, of beneficial ownership within the
meaning of Rule 13(d)(3) promulgated under the Act, within any 12-month period,
of 30 percent or more of the outstanding shares of common stock of the
Corporation; or the approval by the stockholders of the Corporation of a
reorganization, merger, consolidation, share exchange or similar transaction
pursuant to which persons who were stockholders of the Corporation immediately
prior to the effective date of the first such transaction after the date hereof
do not, immediately after such date, own more than 60 percent of the combined
voting power entitled to vote generally in the election of directors of the
surviving or successor corporation; or a liquidation or dissolution of the
Corporation; or the sale of all or substantially all of its assets.

                                   ARTICLE X

                                 EFFECTIVE DATE

         This Plan shall be effective as of the close of business on November
12, 2001.

                                   ARTICLE XI

                              EXPIRATION OF OPTIONS

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         Each Option shall expire on the expiration date set forth in the
applicable Agreement. In no event may the Board permit a former director to
exercise a Option after such expiration date.

                                   ARTICLE XII

                             PROPRIETARY INFORMATION

         Participants, while providing director services, will have access to
information, including without limitation customer information, strategic plans,
management and operating policies and procedures, and similar information, which
constitute proprietary information or trade secrets of the Corporation or its
affiliates. No participant shall, at any time, while any Option is outstanding
or otherwise, disclose any of such proprietary information to any person or
entity other than the Corporation, its affiliates and employees.

                                  ARTICLE XIII

                                  MISCELLANEOUS

         13.1     LEGAL AND OTHER REQUIREMENTS. The obligation of the
Corporation to sell and deliver common stock hereunder 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 Corporation. Certificates
for shares of common stock issued hereunder may be legended as the Board shall
deem appropriate.

         13.2     NO OBLIGATION TO EXERCISE OPTIONS. The granting of an Option
pursuant to the provisions hereof shall impose no obligation upon an optionee to
exercise such Option.

         13.3     APPLICATION OF FUNDS. The proceeds received by the Corporation
from the sale of common stock pursuant to Options may be used for such general
corporate purposes as the Board deems appropriate.

         13.4     WITHHOLDING TAXES. Whenever the Corporation proposes or is
required to issue or transfer shares of common stock to the optionee hereunder,
the Corporation shall have the right to require the optionee to remit to the
Corporation an amount sufficient to satisfy all federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such shares. If such certificates have been delivered prior to
the time a withholding obligation arises, the Corporation shall have the right
to require the optionee to remit to the Corporation an amount sufficient to
satisfy all federal, state or local withholding tax requirements at the time
such obligation arises and to withhold from other amounts payable to the
optionee, as compensation or otherwise, as necessary. Whenever payments
hereunder are to be made to the optionee in cash, such payments shall be net of
any amounts sufficient to satisfy all federal, state and local withholding tax
requirements.

         13.5     NO GUARANTEE OF ONGOING DIRECTORSHIP. Nothing herein or in any
Agreement shall confer upon any director the right to continue as a director of
the Corporation or affect any right which the Corporation may have to seek
termination of the directorship of such individual or to decline to nominate any
director for an additional term.

         13.6     NO RIGHTS AS A SHAREHOLDER. No optionee shall have any right
or privileges as a shareholder with regard to any Option until a certificate for
shares of common stock issuable to him or her hereunder are so issued.

         13.7     DISABILITY. The Board shall be entitled to make such rules,
regulations and determinations as it deems appropriate hereunder in respect of
any legal or physical disability of any director and the effect, if any, of such
disability upon the terms hereof.

         13.8     FAIR MARKET VALUE. Whenever the fair market value of common
stock is to be determined under the Plan as of a given date, such fair market
value shall be:

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         (a)      If the common stock is traded on the over-the-counter market,
                  the average of the price of the common stock at the close of
                  trading for the 10 consecutive trading days immediately
                  preceding such date;

         (b)      If the common stock is listed on a national securities
                  exchange, the average of the price of the common stock on the
                  composite tape at the close of trading for the 10 consecutive
                  trading days immediately preceding such date.

         13.9     NOTICES. Every direction, revocation or notice authorized or
required hereby shall be deemed delivered to the Corporation (a) on the date it
is personally delivered to the Secretary of the Corporation at its principal
executive offices or (b) three business days after it is 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 Corporation.

         13.10    GOVERNING LAW. This Plan and any Agreement shall be construed
and applied in accordance with the laws of the State of Nevada as to corporate
law issues, and otherwise in accordance with the laws of the Commonwealth of
Virginia, in each case to the extent not inconsistent with Section 83 of the
Internal Revenue Code and regulations issued thereunder.

         13.11    ELIMINATION OF FRACTIONAL SHARES. If under any provision
hereof that requires a computation of the number of shares of common stock
subject to an Option, the number 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, without payment by the Corporation for any fractional share
thus eliminated.

                                         FIRST COMMUNITY BANCSHARES, INC.

                                         BY: __________________________________
                                             CHAIRMAN OF THE BOARD OF DIRECTORS

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