Millicent West, 83, is a self-described preservationist, like many of her neighbors in Upperville in Virginia's fabled and moneyed hunt country.

She once fought the opening of a tavern in a historic, 250-year-old house, fearful that rezoning the property might bring unseemly changes to her village.

"I was worried that one of those big gas stations might open on that property someday," she said.

West cringes as she ponders the look-alike townhouse developments that have taken over huge tracts of farmland in Loudoun County.

"They are awfully ugly," she said in the back yard of her 170-year-old stone house, overlooking green pastureland and the foothills of the Blue Ridge Mountains.

There is another side to West, though, that is grounded in the present and realistic about the future.

As a major shareholder and longtime director of Middleburg Bank, she has encouraged the financial institution to take full advantage of the population surge that has transformed Northern Virginia and turned Loudoun into the fastest-growing county in the United States.

"And we're doing very well," West said of Middleburg Bank, which celebrated its 80th anniversary last month.

Like many folks in Washington's outer counties, West is struggling to find the right balance between cheering on growth -- what's wrong with a big-box retailer opening up around the corner, anyway? -- and keeping things just the way they are.

But as a homeowner in the region for 57 years and an investor who has amassed $14 million worth of Middleburg Bank stock, West may be more conflicted than most.

"It's my income," she said of the quarterly dividend checks she receives from the bank's holding company, Middleburg Financial Corp. "It's my support."

As Loudoun has grown over the past decade, so has this bank -- from a single brick building on Middleburg's main drag to a company with more than $500 million in assets, five full-service locations in Loudoun and separate mortgage lending and investment services subsidiaries.

The company plans to open its first branches outside Loudoun -- in Reston in November and Warrenton next year. A sixth Loudoun branch is planned in Sterling next year, and the company is shopping for locations in Gainesville and Chantilly.

"Yes, growth has been good for the bank," West said in the living room of her elegantly furnished house on half an acre with a cottage out back. "But it's, well. . . ."

Here things get tougher to explain.

"It's one of those things. I mean, there's no way I can control the growth, is what I'm really saying," West said. "I mean, the growth is already done by the time the bank comes in" to open branches.

She's talking a bit faster now. "We don't make the people build houses. We are just there to serve after they have built the houses. I mean, once they are there, you can't let people starve. They have to find a place to put their money."

She pauses to catch her breath.

"Are you with me?"

Bank's Expansion

Middleburg Bank's transformation didn't happen by accident.

In the early 1990s, as Loudoun's population was increasing rapidly, the bank hired a new chief executive, Joseph L. Boling, to chart a course for expansion.

Boling said he thought then that the bank might not survive if it didn't take advantage of the looming population surge outside Middleburg, a town of 700 that is known for its antique shops, horse shows and wealthy residents -- people who have fought hard to slow the kind of development that banks need to attract customers.

"The market did not have enough growth to sustain the bank if we didn't expand, just because of the nature of Middleburg and the surrounding areas," Boling said. "The people here are a little bit more preservationist-minded and would like to maintain that lifestyle."

So Middleburg Bank moved into Purcellville in 1994, Leesburg in 1996, Ashburn in 1999 and Leesburg again in 2002. And the company was well positioned when Loudoun's boom began.

The largely rural county grew from 169,599 residents in April 2000 to 221,746 in July 2003. The 31 percent increase was the largest of any county in the nation, according to the U.S. Census Bureau.

Over roughly the same period -- from January 2000 to December 2003 -- Middleburg Bank's deposits grew 81 percent, from about $204 million to $370 million, and the company's earnings jumped 128 percent, from $3.6 million to $8.2 million.

The bank's stock price, meanwhile, has soared about 200 percent over the past five years and by 5,000 percent since 1975, when West became a shareholder.

"I'm very pleased and proud," said West, who owns about 450,000 shares, the most, by far, of any board member, according to a regulatory filing by the bank.

Movers and Shakers

Like many in Upperville, which straddles the Fauquier-Loudoun border, and its neighboring towns and villages, West comes from a family of movers and shakers. One cousin, Harry A. deButts, was president of Southern Railway (now Norfolk Southern) from 1951 to 1962. Another cousin, John D. deButts, was chairman of AT&T Corp. from 1972 to 1979.

Millicent W. deButts was born in 1921 in Linden, a town in the Shenandoah Valley. She attended Catholic University in the late 1930s and received a diploma from the District's Garfield Hospital nursing school in 1941. She worked for a while as a nurse, and in 1947 married Donald MacKenzie, whose family owned a laundry business on Wisconsin Avenue.

A horse lover, MacKenzie moved with his bride to Middleburg, where they raised two sons on a 50-acre spread. One thing led to another, and MacKenzie became field master of the Middleburg fox hunt, and in 1959 became president of Middleburg Bank. After MacKenzie died in 1974, his widow moved to nearby Upperville and later remarried.

West's friends and neighbors, then and now, have some of the marquee names in American history and culture.

She turns nostalgic as she examines the framed, vintage photos in her study.

"That's Pamela," she said, gesturing toward a black-and-white portrait of a young woman with movie star looks. Pamela Harriman, the late socialite and former U.S. ambassador to France.

"And that's Bunny," West said. Rachel Mellon, wife of the late financier, art collector and philanthropist Paul Mellon.

"And this is Alice duPont Mills." The late philanthropist and conservationist from the storied duPont family.

For many years, the bank's core customer base was the fox-hunting crowd. And the bank doted on them, opening its doors early on weekday mornings, for example, "so the Hill School mothers could stop by the bank when they were bringing their children to school," West said.

Customers' dogs always have been welcome in the bank's lobby, where biscuits are dispensed. "And we give the children toys, maybe a little fox because the fox is our symbol," West said. "You know, our bank really has the personal touch."

That personal touch remains, West said. But things are rapidly changing.

"The president of the bank used to sit up front so you could see him as you came in," she said. "Now Joe Boling sits further in the back. It's so much busier now, and he can't get any work done if he's right there greeting people."

The whole banking industry is changing, too, she said.

"We've got some awfully bad rules now in banking. Not bad. Well, inconvenient, shall we say," West said. Referring to a landmark bill signed by President Bush in 2002 that sharply tightened oversight of corporate governance and accounting, she said: "With Sarbanes-Oxley you've got to dot every 'i'. You can't just say: 'We are going to raise the rates on savings.' It all has to be approved."

And banks are disappearing.

"As a nursing student, I had my little bit of money at Riggs Bank, the main one, up the street from the White House," she said, slowly shaking her head. "And now Riggs Bank is going away."

The federal government recently fined the 168-year-old bank $25 million for failing to follow anti-money-laundering procedures. Last month Riggs agreed to be acquired by PNC Financial Services Group Inc. of Pittsburgh.

"And Joe's a neighbor," West said. "And a very nice man."

That's Joe L. Allbritton, the strong-willed Texan and former Riggs chairman whose family controls about 40 percent of Riggs's stock.

"He comes to our church occasionally and has cocktail parties occasionally."

She giggles.

"I once asked Joe, 'Why would you bring your money up from Texas?' And he said, 'Well, you know, down in Texas I had funeral homes.' "

More giggles.

"So I guess he sold his funeral homes and came up here and bought a bank."

She turns serious.

"But it's sad. Sad what's happened to Joe's bank, don't you think?"

'We're Both Ladies'

West's emotional tug of war over development may be illustrated best by her late-1990s battle to keep Carr House, the 250-year-old former home of Upperville founder John Carr, from becoming a tavern.

The house on Route 50 had been bought by a wealthy Californian-turned-Upperville farm owner, Sandy Lerner, who co-founded Cisco Systems Inc., the Silicon Valley networking giant.

"We had lots of fights about it, and I got to know all of my neighbors," West said. "And we went to Warrenton," the Fauquier County seat, "to fight this. But she won."


"She won because her lawyers were paid more than our lawyers!"

West said she has dined at Hunter's Head Tavern, which opened in 2001.

"I've eaten there four times, and she was there," West said.

Has she forgiven her nemesis?

"Oh, yes. Of course. We're both ladies. And, don't forget, she won. So we couldn't be more pleasant to each other. We call each other by our first names, finally."

So the tavern wasn't such a bad idea, after all?

"The food's very good," West said. "And the iced tea is delicious. It's nicely decorated, and in the winter it's got beautiful old fireplaces."

She's less forgiving, though, of the developers who have been snapping up chunks of Loudoun farmland. The character of the county's towns and villages is surely at risk, she said.

"If you've been to Purcellville lately, it's an absolute. . . . " She doesn't finish the sentence. But she tries again. "Oh, it's an absolute -- you just can't believe it! They have a Giant there now that's a block long. And then they have developed lots of these great big houses that are two feet apart from each other. That's not good."

Middleburg Bank just announced it will double the size of its Purcellville branch "to meet growing demand within the community," according to a news release.

West walks out to her back yard and takes a deep breath. She fixes her gaze to the north, surveying miles of open farmland. And she ponders the realities of these times.

"In a way, all of this growth is very exciting for the bank," she said. "We'll be getting new staffs together. Thinking about who our new customers might be. Making sure that we recognize the people who walk into the bank. If you can serve the community in any way, then I'm in favor of it."

Whether the new branches in Reston and Sterling will have the same panache as the one in Middleburg remains to be seen, of course. But as Washington's suburbs stretch farther and west, one thing seems certain, West said.

"Our bank," she says, "is in the right place at the right time."

Millicent West has seen her Middleburg Bank stock rise 5,000 percent since 1975.