HIGHLANDS UNION BANK
1995 STOCK OPTION PLAN
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.
(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 regulatio