Exhibit 10.1

FIRST COMMUNITY BANCSHARES, INC.
1999 STOCK OPTION PLAN

ARTICLE I

PURPOSE

The purpose of this Stock Option Plan (the "Plan") is to encourage and facilitate investment in the Common Stock of First Community Bancshares, Inc. (the "Corporation"), by those individuals whose efforts will determine the future growth and continued success of the Corporation.

ARTICLE II

ELIGIBILITY

The individuals who shall be Participants in the Plan shall be officers and other key employees of the Corporation and its affiliates who are approved, from time to time, as Participants by the Committee.

ARTICLE III

ADMINISTRATION

3.1 BOARD OF DIRECTORS. The Plan shall be administered by the Board of Directors of the Corporation (the "Board"), which may delegate its powers with respect to the administration of the Plan (except for determinations of disability under Article V, Section (d) hereof) to its Compensation Committee (the "Committee") appointed by the Board. The Committee shall be composed of not less than two members who shall be members of the Board but who are not employees of the Corporation. If the Board delegates its powers to the Committee, references hereinafter to the Board, except in Article V, Section
(d), shall be deemed to refer to the Committee.

3.2 POWERS. Within the limits of the express provisions of the Plan, the Board shall determine: (a) the individuals to whom awards hereunder shall be granted; (b) the time or times at which such awards shall be granted; (c) the form and amount of the awards; and (d) the 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 the nature of the services rendered by such employees, or classes of employees, their present and potential contributions to the Corporation's success and such other factors as the Board in its discretion shall deem relevant.

3.3 INTERPRETATIONS. Subject to the express provisions of this Plan, the Board may interpret the Plan, prescribe, amend and rescind rules and regulations relating to it, determine the terms and provisions of the respective awards 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.

3.5 NONUNIFORM DETERMINATIONS. The Board's determinations under the Plan, including without limitation, determinations as to the person to receive awards, the terms and provisions of such awards and the agreements evidencing the same, need not be uniform and may be made by it selectively among such person or classes of persons who receive or are eligible to receive awards under the Plan, whether or not such persons are similarly situated.

3.6 SUSPENSION OF PLAN. Subject to the provisions of Article IX, the Board may in its sole discretion suspend the Plan either in total or as to one or more participants. In that event, all options deemed granted at the effective date of suspension shall continue to vest and be exercisable by the affected optionee or optionees as provided in the Plan. All options which are not deemed granted at such time shall be deemed canceled.

ARTICLE IV

AWARD OF OPTIONS

4.1 FORM. Awards under the Plan will be granted in the form of Nonstatutory Stock Options as described under Section 83 of the Internal Revenue Code of 1986, as amended (the "Code").

4.2 MAXIMUM LIMITATIONS. The aggregate number of shares of Common Stock available for grant under the Plan shall be 275,000 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 by the Corporation as treasury stock. In the event that, prior to the end of the period during which Stock Options may be granted under this Plan, any Stock Option under the Plan expires unexercised or is terminated, surrendered or canceled without being exercised in whole or in part, for any reason, the number of shares theretofore subject to such Stock 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 a Stock Option under this Plan, including a grant to a former holder of such Stock Option, upon such terms and conditions as the Board shall determine, which terms may be more or less favorable than those applicable to such former Stock Option.

ARTICLE V

STOCK OPTIONS

It is intended that the Stock 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) OPTION PRICE. The option price of each Stock Option to purchase Common Stock shall not be less than 100% of the fair market value of the Common Stock subject to such Stock Option on the date of grant.

(b) SERIAL GRANT AND PRICE. Stock Options granted pursuant to the Plan shall be deemed to have been granted in five equal amounts on the date of initial grant and the first through the fourth anniversary thereof. The exercise price for each such portion of the Stock Option shall be determined as of January 1 of each year in which the Stock Option is deemed to have been granted.

(c) VESTING. A Stock Option granted pursuant to the Plan shall vest ratably on the first through the seventh anniversary of the Date of Deemed Grant.

(d) TERM OF OPTIONS. Vested Stock Options granted pursuant to the Plan shall be exercisable for a period of five years after the date of the grantee's retirement (provided retirement occurs at or after age 62), disability (as determined by the Board), or death. If employment is terminated other than by retirement at or after age 62, disability or death, vested options must be exercised within 90 days after the effective date of termination. Any option not exercised within such period shall be deemed canceled.

(e) STOCK OPTION AGREEMENT. The Board shall, as a condition to the grant of a Stock Option pursuant to the Plan, require each recipient of such Stock Option to enter into a Stock Option Agreement with the Corporation on or prior to the date of grant of such Option.

ARTICLE VI

GENERAL PROVISIONS APPLICABLE TO STOCK OPTIONS

6.1 EXERCISE. Stock Options shall be subject to such terms and conditions and shall be evidenced by such form of written option agreement between the optionee and the Corporation, as the Board shall determine; provided, that such determinations are not inconsistent with the other provisions of this Plan.

6.2 MANNER OF EXERCISE OF OPTIONS AND PAYMENTS FOR COMMON STOCK. Stock Options may be exercised by an optionee, by a legatee or legatees of such Stock 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 Stock Option is being exercised and tendering payment therefore. At the time that a Stock Option granted under the Plan, or any part thereof, is exercised, payment for the Common Stock issuable thereupon shall be made in full in cash or by certified check or, if the Board in its discretion agrees to accept, in shares of Common Stock of the Corporation (the number of such shares paid for each share subject to the Stock Option, or part thereof, being exercised shall be determined by dividing the option price by the 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 Stock Option provided for under this Plan may be transferred, assigned, pledged or hypothecated (whether by operation of law or otherwise), except as provided by will or the applicable laws of descent or distribution, and no Stock Option shall be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of a Stock Option, or levy of attachment or similar process upon the Stock Option not specifically permitted herein shall be null and void and without effect. A Stock Option may be exercised only by an individual during his or her lifetime, or pursuant to Section 6.2, by his or her estate or the person who acquires the right to exercise such Stock Option upon his or her death by bequest or inheritance.

ARTICLE VIII

MODIFICATIONS TO PLAN

The aggregate number of shares of Common Stock with respect to which Stock Options may be granted, the aggregate number of shares of Common Stock subject to each outstanding Stock Option, and the option price per share of each such Stock Option, shall all be appropriately modified or 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 share dividend or 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 Stock Option granted hereunder shall continue to vest and shall be exercisable in accordance with the terms of the original grant, provided that in any such event, options previously granted to
(a) any Optionee who is terminated without cause by the Corporation, its successor or affiliate during the 12 months preceding, or at any time following a change in control, and (b) any participant who remains employed by the Corporation, its successor or affiliate 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 employed; and such person or his or her successor under Section 6.2 shall be entitled to exercise such options within five years after death or attainment of age 62, whichever first occurs. The Corporation shall require in connection with any change of control that any successor agree to honor all Stock Options granted hereunder 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.

Further, in the event of a change of control or dissolution or liquidation of the corporation, any suspension of this Plan effected under
Section 3.6 by the Board within twelve months prior to such change of control, dissolution or liquidation, shall be reversed and all options originally scheduled for deemed grant between the date of such suspension and the date of adoption of any plan effecting a change of control, dissolution or liquidation shall be reinstated in full.

For purposes of this Plan,

(a) 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.

(b) The term "cause" shall mean the commission of acts or omissions by the optionee which constitute fraud, dishonesty, excessive absenteeism without approval of the employer (provided such absenteeism is not caused by disability), a criminal act involving the person or property of others or the public generally, gross neglect of duty resulting in substantial loss to the employer or any affiliate, or willful failure to carry out reasonable and legal duties and responsibilities consistent with his duties.

ARTICLE X

EFFECTIVE DATE

The Plan shall be effective as of January 1, 1999.

ARTICLE XI

EXPIRATION OF STOCK OPTIONS

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

ARTICLE XII

12.1 PROPRIETARY INFORMATION. Participants, while providing services hereunder, 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, whether during the term of this Agreement or otherwise, disclose any of such proprietary information to any person or entity other than the Corporation, its affiliates and employees.

12.2 COVENANT NOT TO COMPETE. During the term of employment hereunder and for 24 months after termination of employment (by either party, whether or not for cause), except with the prior written consent of the Corporation, no participant will directly or indirectly engage or participate in, or become a director or officer of, or render advisory or other services to, or become interested in, become an employee of, or make any financial investment in any firm, corporation, holding company, business entity or other business enterprise competing in any respect with the business of the Corporation or any of its affiliates, whether presently being conducted or hereafter undertaken, from a location within 50 miles of the main office of the Corporation, and within 25 miles of any other office of the Corporation or any affiliate from which business is conducted at the time of termination, and shall not, during such period, solicit business or otherwise call on any person or entity which was a customer of the Corporation or any affiliate at the date of termination or at any time within 12 months prior to such date.

ARTICLE XIII

MISCELLANEOUS

13.1 LEGAL AND OTHER REQUIREMENTS. The obligation of the Corporation to sell and deliver Common Stock under this Plan 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 a Stock Option pursuant to the provisions of this Plan shall impose no obligation upon an optionee to exercise such Stock Option.

13.3 APPLICATION OF FUNDS. The proceeds received by the Corporation from the sale of Common Stock pursuant to Stock 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 under this Plan, 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 under the Plan 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 EMPLOYMENT. Nothing in the Plan or any agreement entered into pursuant to the Plan shall confer upon any employee the right to continue in the employment of the Corporation or affect any right which the Corporation may have to terminate the employment of such individual.

13.6 RIGHTS AS A SHAREHOLDER. No optionee shall have any right or privileges as a shareholder with regard to any option granted hereunder until a certificate for shares of Common Stock which are issuable to him or her under this Plan are so issued.

13.7 LEAVES OF ABSENCE AND DISABILITY. The Board shall be entitled to make such rules, regulations and determinations as it deems appropriate under this Plan in respect of any leave of absence taken by or disability of any employee and the effects, if any, of such events upon the terms of this Plan. Without limiting the generality of the foregoing, the Board shall be entitled to determine (a) whether or not any such leaves of absence shall constitute a termination of employment within the meaning of the Plan, and (b) the impact, if any, of any such leave of absence on awards of Stock Options under the Plan theretofore made to any individual who takes such leave of absence.

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:

(a) If the Common Stock is traded on the over-the-counter market, the average of the mean between the bid and the asked price for the Common Stock at the close of trading for the 10 consecutive trading days immediately preceding such given date;

(b) If the Common Stock is listed on a national securities exchange, the average of the closing prices of the Common Stock on the Composite Tape for the 10 consecutive trading days immediately preceding such given date; or

(c) If the Common Stock is neither traded on the over-the-counter market nor listed on a national securities exchange, such value as the Board, in good faith, shall determine.

13.9 NOTICES. Every direction, revocation or notice authorized or required by this Plan 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. All questions pertaining to the validity, construction and administration of the Plan and Stock Options granted hereunder shall be determined in accordance with the laws of the Commonwealth of Virginia.

13.11 ELIMINATION OF FRACTIONAL SHARES. If under any provision of this Plan which requires a computation of the number of shares of Common Stock subject to a Stock 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.

APPROVED:

FIRST COMMUNITY BANCSHARES, INC.

BY: __________________________________
CHAIRMAN OF THE BOARD OF DIRECTORS

Exhibit 10.2

THE SECURITIES ISSUABLE PURSUANT TO THIS OPTION AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). WHEN

ISSUED, SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR IN A TRANSACTION WHICH IN THE OPINION OF COUNSEL FOR THE OPTIONEE, WHICH OPINION SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, IS EXEMPT FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.

FIRST COMMUNITY BANCSHARES, INC.

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT, effective as of January 1, 1999, by and between First Community Bancshares, Inc., a Nevada corporation (herein referred to as the "Corporation") and James L. Harrison, Sr. (herein referred to as the "Optionee").

W I T N E S S E T H

WHEREAS, effective December 14, 1999, the Board of Directors of the Corporation (hereinafter referred to as the "Board") adopted the First Community Bancshares, Inc. 1999 Stock Option Plan (hereinafter the "Plan") to encourage and facilitate investment in the common stock of the Corporation by those individuals whose efforts will determine the future growth and continued success of the Corporation; and

WHEREAS, the Plan is administered by the Board; and

WHEREAS, the Board has voted to grant the Optionee options to purchase common stock in the Corporation pursuant to the terms of the Plan; and has further authorized the execution and delivery of this Agreement.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as follows:

1. GRANT OF OPTION. Subject to the provisions set forth herein and the terms and conditions of the Plan, the terms of which are hereby incorporated by reference, the Corporation hereby grants to Optionee an option to purchase from the Corporation the number of shares of common stock, par value $1.00 per share (the "Shares"), at the option price per share, and on the schedule, all as set forth below. At the time of exercise of the option, payments of the purchase price must be made in cash, or if the Board in its discretion agrees to so accept, then by the delivery to the Corporation of other common stock owned by Optionee, valued at its fair market value on the date of exercise, or in some combination of cash and such common stock so valued.

(g) Number of Shares Subject to Option: 80,646

(h) Option Price Per Share: Pursuant to Annual Advice

(i) Date of Initial Grant: January 1, 1999

(d) Granting and Vesting Schedule: See following Table and Exhibit I

DATE OF DEEMED GRANT       # OF SHARES GRANTED      DATE OF 100% VESTING          EXERCISE PERIOD
-----------------------------------------------------------------------------------------------------
    January 1, 1999              16,129.2             December 31, 2005          All vested options
    January 1, 2000              16,129.2             December 31, 2006          are exercisable as
    January 1, 2001              16,129.2             December 31, 2007        set forth in paragraph
    January 1, 2002              16,129.2             December 31, 2008               3 below
    January 1, 2003              16,129.2             December 31, 2009

2. CONDITIONS TO EXERCISE OF OPTION. The exercise of the option is conditioned upon the acceptance by Optionee of the terms hereof as evidenced by his or her execution of this Agreement in the space provided therefor at the end hereof and the return of an executed copy to the Secretary of the Corporation no later than January 31, 2000.

3. EXERCISE OF OPTION. If Optionee remains employed by the Corporation or any affiliate until he or she attains age 62, all vested options shall be exercisable at any time after Optionee's 62nd birthday and before the fifth anniversary of termination of employment. If Optionee's employment with the Corporation is terminated due to disability (as determined by the Board) or death, all vested options previously granted to Optionee shall be exercisable at any time within five years after the date of such termination. If Optionee's employment is terminated for any reason other than death, disability (as determined by the Board) or retirement at or after age 62, no further vesting shall occur following termination, and any vested options must be exercised within 90 days after such termination of employment.

In the event of any change in control, options previously granted to (a) any participant who is terminated without cause by the Corporation, its successor or any affiliate during the 12 months preceding or at any time following the change in control, and (b) any participant who remains employed by the Corporation or its successor during the 90-day period following the change of control and thereafter resigns, shall continue to be deemed granted and shall vest as if Optionee remained employed. Such options shall be exercisable at any time after such termination (subject to vesting requirements) until five years after Optionee's 62nd birthday or death, whichever first occurs. Upon the conclusion of such post-termination exercise period, this option shall be cancelled with respect to all remaining Shares. Written notice of an election to exercise any portion of the option specifying the portion thereof being exercised and the exercise date, shall be given by Optionee or his lawfully appointed personal representative in the event of Optionee's death (a) by delivering such notice to the principal executive offices of the Corporation no later than the exercise date, or (b) by mailing such notice, postage prepaid, addressed to the Secretary of the Corporation at the principal executive offices of the Corporation, at least three business days prior to the exercise date, in either case accompanied by payment of the exercise price.

4. LIMITATION OF EXERCISE OF OPTION. The option may be exercised only by Optionee during his or her lifetime and may not be transferred other than by will or the applicable laws of descent or distribution. The option shall not otherwise be transferred, assigned, pledged, or hypothecated for any purpose whatsoever and is not subject, in whole or in part, to execution, attachment, or similar process. Any attempted assignment, transfer, pledge or hypothecation or other disposition of the option other than in accordance with the terms set forth herein, shall be null and void and of no effect.

5. OPTION HOLDER NOT STOCKHOLDER. Neither Optionee nor any other person entitled to exercise the option under the terms hereof shall be, or have any of the rights or privileges of, a shareholder of the Corporation in respect to any of the Shares issuable on exercise of the option, unless and until the purchase price for such Shares is paid in full and certificates representing such Shares are issued.

6. ADJUSTMENT TO STOCK OPTION AGREEMENT. In the event the option shall be exercised in whole, this agreement shall be surrendered to the Corporation for cancellation. In the event the option shall be exercised in part, or a change in the number or designation of the common stock shall be made, this agreement shall be delivered by Optionee to the Corporation for the purpose of making appropriate notation thereon, or if otherwise reflecting in such manner as the Corporation shall determine, the partial exercise or the change in the number or designation of the Shares.

7. PROPRIETARY INFORMATION. Optionee, while providing services hereunder, 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. Optionee shall not, at any time, whether during the term of this Agreement or otherwise, disclose any of such proprietary information to any person or entity other than the Corporation, its affiliates and employees.

8. COVENANT NOT TO COMPETE. During the term of employment hereunder and for 36 months after termination of employment (by either party, whether or not for cause), except with the prior written consent of the Corporation, Optionee shall not directly or indirectly engage or participate in, or become a director or officer of, or render advisory or other services to, or become interested in, become an employee of, or make any financial investment in any firm, corporation, holding company, business entity or other business enterprise competing in any respect with the business of the Corporation or any of its affiliates, whether presently being conducted or hereafter undertaken, from a location within 50 miles of the headquarters of the Corporation, or within 25 miles of any other office of the Corporation or any affiliate from which business is conducted at the time of termination, and shall not, during such period, solicit business or otherwise call on any person or entity which was a customer of the Corporation or any affiliate at the date of termination or at any time within 12 months prior to such date.

9. PLAN AND PLAN INTERPRETATIONS AS CONTROLLING. This option and the terms and conditions herein set forth are subject in all respects to the definitions, terms and conditions of the Plan, which are incorporated herein by reference as if set forth herein and shall be controlling. All determinations and interpretations of the Board shall be binding and conclusive upon the Optionee or his or her legal representatives with regard to any question arising hereunder or under the Plan to the extent not inconsistent with Section 83 of the Internal Revenue Code and regulations issued thereunder.

10. DELIVERY AND REGISTRATION OF SHARES. Notwithstanding the provisions contained herein to the contrary, the Corporation's obligation to deliver the Shares hereunder shall be conditioned upon the receipt of a representation as to the investment intention of the Optionee or any other person to whom such shares are to be delivered, in such form as the Board shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other federal, state or local securities rules or regulations. Each certificate representing any Shares issuable upon exercise of this option shall bear a legend indicating that such shares have not been registered under any securities laws and may not be transferred in the absence of registration under such laws or an opinion of counsel that such transfer is exempt from registration.

11. GOVERNING LAW. The option and this agreement shall be construed, administered and governed in all respects under and by the laws of the Commonwealth of Virginia to the extent not inconsistent with Section 83 of the Internal Revenue Code and regulations issued thereunder.

IN WITNESS WHEREOF, the Corporation has caused this option to be granted and this agreement to be executed on behalf of the Corporation on the date first above written.

FIRST COMMUNITY BANCSHARES, INC.

BY: __________________________________
CHAIRMAN OF THE BOARD OF DIRECTORS

The undersigned hereby accepts the option granted hereby and agrees to comply fully with the terms and conditions hereof.

Exhibit 10.4

FIRST COMMUNITY BANCSHARES, INC. AND AFFILIATES

EXECUTIVE RETENTION PLAN

AND AGREEMENT

THIS PLAN AND AGREEMENT is made and entered into this ______day of ____________, ______, by and between First Community Bancshares, Inc., a corporation, organized and existing under the laws of the State of Nevada, (hereinafter, collectively with its affiliates, referred to as the "Company"), and ______________________________, an Executive of the Company (hereinafter referred to as the "Executive").

WHEREAS, the Executive has faithfully served the Company and it is the consensus of the Board of Directors (hereinafter referred to as the "Board"), that the Executive's services have been of exceptional merit, in excess of the compensation paid and an invaluable contribution to the profits and position of the Company in its field of activity. The Board further believes that the Executive's experience, knowledge of corporate affairs, reputation and industry contacts are of such value, and the Executive's continued services so essential to the Company's future growth and profits, that it would suffer severe financial loss should the Executive terminate his service with the Company.

WHEREAS, the Board has adopted this First Community Bancshares, Inc.. Executive Retention Plan and Agreement (hereinafter referred to as the "Retention Plan and Agreement") and it is the desire of the Company and Executive to enter into this plan and agreement by which the Company will agree to make certain payments to the Executive upon the Executive's retirement or disability and to the Executive's beneficiary(ies) in the event of the Executive's death.

WHEREAS, it is the intent of the parties hereto that this Retention Plan and Agreement be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive, and to be considered a non-qualified benefit plan for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Executive is fully advised of the Company's financial status and has had substantial input in the design and operation of this benefit plan.

NOW THEREFORE, in consideration of services the Executive has performed in the past and those to be performed in the future, and based upon the mutual promises and covenants herein contained, the Company and the Executive agree as follows:

I. DEFINITIONS

A. Effective Date:

The Effective Date of the Plan shall be ____________________.

B. Plan Year:

Any reference to the "Plan Year" shall mean a calendar year from January 1st to December 31st.

C. Retirement Date:

Retirement Date shall mean retirement from service with the Company which becomes effective on the first day of the calendar month following the month in which the Executive reaches age sixty two (62) or such later date as the Executive may actually retire.

D. Termination of Service:

Termination of Service shall mean the Executive's voluntary resignation or the Company's discharge of the Executive, in either case, prior to Normal Retirement Age, death or disability.

E. Pre-Retirement Account:

A Pre-Retirement Account shall be established as a liability reserve account on the books of the Company for the benefit of the Executive. Prior to the Executive's Termination of Service or the Executive's Retirement, whichever event shall first occur, or Prior to the Executive's Retirement Date, such liability reserve account shall be increased or decreased each Plan Year, until the aforestated event occurs, by the Index Retirement Benefit. For further reference on the definition(s) as set forth herein, please see Exhibit "A" attached hereto. Said Exhibit "A" is referred to herein for illustrative purposes only. The Company does not promise any amounts as set forth in Exhibit "A".

F. Index Retirement Benefit:

The Index Retirement Benefit for each Executive in the Retention Plan for each Plan Year shall be equal to the excess (if any) of the Index for that Plan Year over the Cost of Funds Expense for that Plan Year. For further reference on the definition(s) as set forth herein, please see Exhibit "A" attached hereto. Said Exhibit "A" is referred to herein for illustrative purposes only. The Company does not promise any amounts as set forth in Exhibit "A".

G. Index:

The Index for any Plan Year shall be the aggregate annual after-tax income from the life insurance contract(s) described hereinafter as defined by FASB Technical Bulletin 85-4. This Index shall be applied as if such

insurance contract(s) were purchased on the Effective Date of the Executive Plan.

Insurance Company:

Policy Form:
Policy Name:
Insured's Age and Sex:

Riders:
Ratings:
Option:

Face Amount:
Premiums Paid:
Number of Premium Payments:
Purchase Date:

If such contracts of life insurance are not purchased or are subsequently surrendered or lapsed, then the Bank shall receive annual policy illustrations that assume the above-described policies were purchased or had not subsequently been surrendered or lapsed, which illustration will be received from the respective insurance companies and will indicate the increase in policy values for purposes of calculating the amount of the Index.

In either case, references to the life insurance contracts are merely for purposes of calculating a benefit. The Bank has no obligation to purchase such life insurance and, if purchased, the Executives and their beneficiary(ies) shall have no ownership interest in such policy and shall never have a greater interest in the benefits under this Retention Plan and Agreement than that of an unsecured creditor of the Bank.

H. Opportunity Cost:

The Opportunity Cost for any Plan Year shall be calculated by taking the sum of the amount of premiums for the life insurance policies described in the definition of "Index" plus the amount of any after-tax benefits paid to any Executive pursuant to the Retention Plan and Agreement (Paragraph II hereinafter) plus the amount of all previous years after-tax Opportunity Costs, and multiplying that sum by the Average Opportunity Cost. For further reference on the definition(s) as set forth herein, please see Exhibit "A" attached hereto. Said Exhibit "A" is referred to herein for illustrative purposes only. The Company does not promise any amounts as set forth in Exhibit "A".

I. Change of Control:

For purposes of this Retention Plan and Agreement, change of 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 twelve month period, of 30 percent or more of the outstanding shares of common stock of First Community Bancshares, Inc. (the "Holding Company"); or the approval by the stockholders of the Holding Company of a reorganization, merger, consolidation, share exchange or similar transaction pursuant to which persons who were stockholders of the Holding Company immediately prior to the effective date of such transaction 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 Holding Company; or the sale of all or substantially all of its assets.

J. Normal Retirement Age:

Normal Retirement Age shall mean the date on which the Executive attains age sixty-two (62).

K. Average Opportunity Cost:

Average Opportunity Cost is the average annual after tax cost of interest-bearing deposit liabilities computed on a calendar year basis.

L. For Cause:

The term for "cause" shall mean the commission of acts or omissions by the executive which constitute fraud, dishonesty, excessive absenteeism without approval of the employer (provided such absenteeism is not caused by disability), a criminal act involving the person or property of others or the public generally, gross neglect of duty resulting in substantial loss to the employer or any affiliate, or willful failure to carry out reasonable and legal duties and responsibilities consistent with his duties. If a dispute arises as to discharge for "cause", such dispute shall be resolved by arbitration as set forth in this Retention Plan and Agreement.

II. INDEX BENEFITS

A. Retirement Benefits:

An Executive who remains employed by the Company until the Normal Retirement Age shall be entitled to receive the balance in the Pre-Retirement Account in one hundred twenty (120) equal monthly installments commencing thirty (30) days following the Executive's retirement. In addition to these payments and commencing in conjunction therewith, the Index Retirement Benefit, if any, for each Plan Year subsequent to the Executive's retirement, and including the remaining portion of the Plan Year following said retirement, shall be paid to the Executive until the Executive's death.

B. Termination of Employment:

No benefits will be paid to the Executive or his beneficiary(ies) in the event of termination of employment for any reason other than the retirement, disability or death of the Executive or pursuant to Article IV, hereinafter.

C. Death:

Should the Executive die prior to having received the balance of the Pre-Retirement Account payable to the Executive under the terms of this Retention Plan, the unpaid balance shall be paid in a lump sum to the individual or individuals the Executive may have designated in writing and filed with the Company. In the absence of any effective designation of beneficiary(ies), the unpaid balance shall be paid as set forth herein to the duly qualified executor or administrator of the Executive's estate. Said payment due hereunder shall be made the first day of the second month following the death of the Executive.

D. Death Benefits:

Except as set forth above, there is no death benefit provided under this Agreement.

III. RESTRICTION UPON FUNDING

The Company shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Retention Plan and Agreement. The Executive, his/her beneficiary(ies), or any successor in interest shall be and remain simply a general creditor of the Company in the same manner as any other creditor having a general claim for matured and unpaid compensation.

The Company reserves the absolute right, at its sole discretion, to either fund the obligations undertaken by this Retention Plan and Agreement or to refrain from funding the same and to determine the extent, nature and method of such funding. Should the Company elect to fund this Retention Plan, in whole or in part, at no time shall any Executive be deemed to have any lien nor right, title or interest in or to any specific funding investment or to any assets of the Company.

If the Company elects to invest in a life insurance, disability or annuity policy upon the life of the Executive, then the Executive shall assist the Company by freely submitting to a physical exam and supplying such additional information necessary to obtain such insurance or annuities.

IV. TERMINATION OF SERVICE AFTER A CHANGE OF CONTROL

If the Executive suffers a Termination of Service, other than for cause, during the twelve months prior to a Change in Control, or at anytime thereafter, (unless the Executive voluntarily terminates his employment within 90 days following the effective date of the change in control), then the Executive shall receive all benefits provided for in this Retention Plan and Agreement upon death (if applicable), disability or attaining Normal Retirement Age, as if the Executive had been continuously employed by the Company until such event.

V. COMPETITION AFTER TERMINATION OF SERVICE

No benefits shall be payable if, at anytime within three (3) years following the Executive's Termination of Service or Retirement, the Executive, without the prior written consent of the Company, engages in, becomes interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial shareholder in a corporation, or becomes associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise conducted in the trading area (within a 50 mile radius from the Company's main office and 25 miles from any branch office) of the business of the Company, which enterprise is, or may be deemed to be, competitive with any business carried on by the Company as of the date of the Executive's Termination of Employment or retirement.

VI. SOLICITATION AFTER TERMINATION OF EMPLOYMENT

No benefits shall be payable if, at anytime within five (5) years following the Executive's Termination of Service or Retirement, the Executive, without prior written consent of the Company, solicits any employee of the Company for the purpose of hiring such employee away from the Company. Likewise, no benefits shall be payable if, during such five year period, the Executive, without the prior written consent of the Company, solicits any entity or person that was a customer of the Company within twelve months prior to such termination for the purpose of obtaining such customer's business relationship.

VII. MISCELLANEOUS

A. Alienability and Assignment Prohibition:

Neither the Executive, nor the Executive's surviving spouse, nor any other beneficiary(ies) under this Retention Plan shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by the Executive or the Executive's beneficiary(ies), nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event the Executive or any beneficiary attempts assignment, commutation, hypothecation, transfer or disposal of the benefits hereunder, the Company's liabilities hereunder shall forthwith cease and terminate.

B. Binding Obligation of the Bank and any Successor in Interest:

The Company shall not merge or consolidate into or with another bank or holding company or sell substantially all of its assets to another bank, firm or person until such bank, firm or person expressly agrees, in writing, to assume and discharge the duties and obligations of the Company under this Retention Plan. This Retention Plan shall be binding upon the parties hereto, their successors, beneficiaries, heirs and personal representatives.

C. Amendment or Revocation:

It is agreed by and between the parties hereto that, during the lifetime of the Executive, this Retention Plan may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Executive and the Company.

D. Gender:

Whenever in this Retention Plan and Agreement words are used in the masculine or feminine gender, they shall be read and construed as in the masculine or feminine gender, whenever they should so apply.

E. Effect on Other Bank Benefit Plans:

Nothing contained in this Retention Plan and Agreement shall affect the right of the Executive to participate in or be covered by any qualified or non-qualified pension, profit-sharing, group, bonus or other supplemental compensation or fringe benefit plan constituting a part of the Company's existing or future compensation structure.

F. Headings:

Headings and subheadings in this Retention Plan and Agreement are inserted for reference and convenience only and shall not be deemed a part of this Retention Plan and Agreement.

G. Applicable Law:

The validity and interpretation of this Retention Plan and Agreement shall be governed by the laws of the Commonwealth of Virginia.

H. 12 U.S.C. Section 1828(k):

Any payments made to the Executive pursuant to this Retention Plan and Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) or any regulations promulgated thereunder.

I. Partial Invalidity:

If any term, provision, covenant, or condition of this Retention Plan and Agreement is determined by an arbitrator or a court, as the case may be, to be invalid, void, or unenforceable, such determination shall not render any other term, provision, covenant, or condition invalid, void, or unenforceable, and the Retention Plan and Agreement shall remain in full force and effect notwithstanding such partial invalidity.

J. Employment:

No provision of this Retention Plan and Agreement shall be deemed to restrict or limit any existing employment agreement by and between the Company and the Executive, nor shall any conditions herein create specific employment rights to the Executive nor limit the right of the Employer to discharge the Executive with or without cause. In a similar fashion, no provision shall limit the Executive's rights to voluntarily sever the Executive's employment at any time.

K. Exhibit A:

For further reference on the definition(s) as set forth herein, please see Exhibit "A" attached hereto. Said Exhibit "A" is referred to herein for illustrative purposes only. The Company does not promise any amounts as set forth in Exhibit "A".

VIII. ERISA PROVISION

A. Named Fiduciary and Plan Administrator:

The "Named Fiduciary and Plan Administrator" of this Retention Plan and Agreement shall be First Community Bank, N.A., until its resignation or removal by the Board. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control and administration of the Retention Plan and Agreement. The Named Fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Retention Plan and Agreement including the employment of advisors and the delegation of ministerial duties to qualified individuals.

B. Claims Procedure and Arbitration:

In the event a dispute arises over benefits under this Retention Plan and Agreement and benefits are not paid to the Executive (or to the Executive's beneficiary(ies) in the case of the Executive's death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Named Fiduciary and Plan Administrator named above within sixty (60) days from the date payments are refused. The Named Fiduciary and Plan Administrator shall review the written claim and if the claim is denied, in whole or in part, they shall provide in writing within sixty (60) days of receipt of such claim its specific reasons for such denial, reference to the provisions of this Retention Plan and Agreement upon which the denial is based and any additional material or information necessary to perfect the claim. Such written notice shall further indicate the additional steps to be taken by claimants if a further review of the claim denial is desired. A claim shall be deemed denied if the Named Fiduciary and Plan Administrator fail to take any action within the aforesaid sixty-day period.

If claimants dispute the benefit denial based upon completed performance of this Retention Plan and Agreement or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to an Arbitrator for final arbitration. The Arbitrator shall be selected by mutual agreement of the Company and the claimants. The Arbitrator shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of such Arbitrator with respect to any controversy properly submitted to it for determination.

Where a dispute arises as to the Company's discharge of the Executive for "Cause", such dispute shall likewise be submitted to arbitration as above-described; and the parties hereto agree to be bound by the decision thereunder.

IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read this Retention Plan and Agreement and executed the original thereof on the ______ day of _________, ______, and that, upon execution, each has received a conforming copy.

FIRST COMMUNITY BANCSHARES, INC.
BLUEFIELD, VIRGINIA

BY:____________________________________
CHAIRMAN OF THE BOARD OF DIRECTORS

BY:____________________________________
EXECUTIVE

BENEFICIARY DESIGNATION FORM
FOR THE EXECUTIVE
RETENTION PLAN AND AGREEMENT

PRIMARY DESIGNATION:

SECONDARY (CONTINGENT) DESIGNATION:

All sums payable under the Executive Retention Plan and Agreement, by reason of my death, shall be paid to the Primary Beneficiary, if he, she or they survive me, and if no Primary Beneficiary shall survive me, then to the Secondary (Contingent) Beneficiary.

Insurer:

Policy Number:

Company:                                    First Community Bancshares, Inc.
                                            and its Affiliates

Insured:

Relationship of Insured to Company:         Executive

The respective rights and duties of the Company and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

I. DEFINITIONS

Refer to the policy contract for the definition of all terms in this Plan and Agreement not defined herein.

II. POLICY TITLE AND OWNERSHIP

Title and ownership shall reside in the Company for its use and for the use of the Insured all in accordance with this Plan and Agreement. Where the Company and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject Split Dollar policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Plan and Agreement.

III. BENEFICIARY DESIGNATION RIGHTS

The Insured (or assignee) shall have the right and power to designate a beneficiary or beneficiaries to receive the Insured's share of the proceeds payable upon the death of the Insured, and to elect and change a payment option for such beneficiary, subject to any right or interest the Company may have in such proceeds, as provided in this Plan and Agreement.

IV. PREMIUM PAYMENT METHOD

The Company shall pay, in a single deposit, an amount equal to the premiums calculated under provisions of the Executive Retention Plan and Agreement.

V. TAXABLE BENEFIT

Annually the Insured will receive a taxable benefit equal to the assumed cost of insurance as required by the Internal Revenue Service. The Company (or its administrator) will report to the Insured the amount of imputed income each year on Form W-2 or its equivalent.

VI. ENTITLEMENT TO THE CASH SURRENDER VALUE OF THE POLICY

The Company shall be entitled to an amount equal to the policy's cash value, as that term is defined in the policy contract, less any applicable surrender charges. Such cash value shall be determined and paid as of the date of death.

VII. DIVISION OF DEATH PROCEEDS

Subject to Paragraphs VI, IX, and XIV herein, the division of the death proceeds of the policy is as follows:

A. Should the Insured be employed by the Company, disabled or retired on the date of death, the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to eighty percent (80%) of the net at risk insurance portion of the proceeds. The net at risk insurance portion is the total proceeds less the cash value of the policy.

B. The Company shall be entitled to the remainder of such proceeds..

C. Should the Insured not be employed by the Company for reasons other than disability or retirement at the time of his death, no benefits will be paid the insured's beneficiary(ies).

D. The Company and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.

VIII. TERMINATION OF PLAN AND AGREEMENT

This Plan and Agreement shall terminate upon the insured leaving the employment of the Company (voluntarily or involuntarily).

Except as provided above, this Plan and Agreement shall terminate upon distribution of the death benefit proceeds and the cash value in accordance with Paragraph VI and VII above.

IX. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

The Insured may not, without the written consent of the Company, assign to any individual, trust or other organization, any right, title or interest in the subject policy nor any rights, options, privileges or duties created under this Plan and Agreement.

X. PLAN AND AGREEMENT BINDING UPON THE PARTIES

This Plan and Agreement shall bind the Insured and the Company, their heirs, successors, personal representatives and assigns.

XI. ERISA PROVISIONS

The following provisions are part of this Plan and Agreement and are intended to meet the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"):

A. Named Fiduciary and Plan Administrator.

The "Named Fiduciary and Plan Administrator" of this Endorsement Method Split Dollar Plan and Agreement shall be First Community Bank, N.A. until resignation or removal by the Board of Directors. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control and administration of this Split Dollar Plan and Agreement as established herein. The Named Fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Plan, including the employment of advisors and the delegation of any ministerial duties to qualified individuals.

B. Funding Policy.

The funding policy for this Split Dollar Plan and Agreement shall be to maintain the subject policy in force by purchasing a single premium insurance product.

C. Basis of Payment of Benefits.

Direct payment by the Insurer is the basis of payment of benefits under this Plan and Agreement, with those benefits in turn being based on the payment of premiums as provided in the Executive Retention Plan and Agreement.

D. Claim Procedures.

Claim forms or claim information as to the subject policy can be obtained by contacting Benmark. When the Named Fiduciary has a claim which may be covered under the provisions described in the insurance policy, they should contact the office named above, and they will either complete a claim form and forward it to an authorized representative of the Insurer or advise the named Fiduciary what further requirements are necessary. The Insurer will evaluate and make a decision as to payment. If the claim is payable, a benefit check will be issued in accordance with the terms of this Plan and Agreement.

In the event that a claim is not eligible under the policy, the Insurer will notify the Named Fiduciary of the denial pursuant to the requirements under the terms of the policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, they should contact the office named above and they will assist in making inquiry to the Insurer. All objections to the Insurer's actions should be in writing and submitted to the office named above for transmittal to the Insurer.

XII. GENDER

Whenever in this Plan and Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.

XIII. INSURANCE COMPANY NOT A PARTY TO THIS PLAN AND AGREEMENT

The Insurer shall not be deemed a party to this Plan and Agreement, but will respect the rights of the parties as herein developed upon receiving an executed copy of this Plan and Agreement. Payment or other performance in accordance with the policy provisions shall fully discharge the Insurer for any and all liability.

XIV. CHANGE OF CONTROL

For purposes of this Plan and Agreement, Change of 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 13d-3 promulgated under the Act, within any twelve month period, of 30 percent or more of the outstanding shares of common stock of First Community Bancshares, Inc. (the "Holding Company"); or the approval by the stockholders of the Holding Company of a reorganization, merger, consolidation, share exchange or similar transaction pursuant to which persons who were stockholders of the Holding Company immediately prior to the effective date of such transaction or series of transactions 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 Holding Company; or the sale of all or substantially all of its assets.

Upon a Change of Control, if the Insured's employment is subsequently terminated, except for Cause, then the Insured shall be one hundred percent (100%) vested in the benefits promised in this Plan and Agreement. Therefore, upon the death of the Insured, the Insured's beneficiary(ies) (designated in accordance with Paragraph III) shall receive the death benefit provided herein as if the Insured had died while employed by the Company, whether or not such Insured remains employed by the Company.

Cause for this Plan and Agreement shall mean, any of the following that result in a material adverse effect on the Company: (i) gross negligence or gross neglect; (ii) conviction for a felony involving fraud or dishonesty; (iii) a breach of fiduciary duty involving personal profit; or (iv) excessive absenteeism without approval of the employer (provided such absenteeism is not caused by disability). If a dispute arises as to discharge for "cause", such dispute shall be resolved by arbitration as set forth in the Executive Retention Plan and Agreement.

XV. AMENDMENT OR REVOCATION

It is agreed by and between the parties hereto that, during the lifetime of the Insured, this Plan and Agreement may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Insured and the Company.

XVI. EFFECTIVE DATE

The Effective Date of this Plan and Agreement shall be ____________________.

XVII. SEVERABILITY AND INTERPRETATION

If a provision of this Plan and Agreement is held to be invalid or unenforceable, the remaining provisions shall nonetheless be enforceable according to their terms. Further, in the event that any provision is held to be overbroad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to law and enforced as amended.

XVIII. APPLICABLE LAW

The validity and interpretation of this Plan and Agreement shall be governed by the laws of the Commonwealth of Virginia.

Executed at ____________, ____________ this ______ day of _____________, ______.

                                            Bluefield, Virginia

___________________________                 By:_________________________________
Witness                                                                    Title

___________________________                 ____________________________________
Witness                                     Insured

BENEFICIARY DESIGNATION FORM
FOR THE INSURANCE ENDORSEMENT METHOD
SPLIT DOLLAR PLAN AND AGREEMENT

PRIMARY DESIGNATION:

SECONDARY (CONTINGENT) DESIGNATION:

All sums payable under the Life Insurance Endorsement Method Split Dollar Plan and Agreement by reason of my death shall be paid to the Primary Beneficiary, if he or she survives me, and if no Primary Beneficiary shall survive me, then to the Secondary (Contingent) Beneficiary.