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                           CHANGE IN CONTROL AGREEMENT





        THIS AGREEMENT is entered into as of the 1st day of June, 1998 by and

between BANK OF TAZEWELL COUNTY, a Virginia corporation (the "Company"), and

CAMERON L. FORRESTER (the "Executive").





                                    RECITALS



I. As of the Agreement Effective Date, the Executive serves as President of the

Company and is key member of management of the Company and its affiliates and

his services and knowledge are valuable to the Company and its affiliates.



II. The Board (as defined below) has determined that it is in the best interests

of the Company and its shareholders to assure that the Company and its

affiliates will have the continued dedication of the Executive, notwithstanding

the possibility, threat or occurrence of a Change in Control (as defined below)

of the Company. The Board believes it is imperative to diminish the inevitable

distraction of the Executive by virtue of the personal uncertainties and risks

created by a pending or threatened Change in Control and to encourage the

Executive's full attention and dedication to the Company and its affiliates

currently and in the event of any threatened or pending Change in Control.

Therefore, in order to accomplish these objectives, the Board has caused the

Company to enter into this Agreement.



        NOW THEREFORE, it is hereby agreed as follows:



1.      CERTAIN DEFINITIONS



(a)     "Agreement Effective Date" means June 1, 1998.



(b)     The "Agreement Term" means the period commencing on the Agreement

        Effective Date and ending on the earlier of (i) the Agreement Regular

        Termination Date or (ii) the date this Agreement terminates pursuant to

        Section 7. The "Agreement Regular Termination Date" means the third

        anniversary of the Agreement Effective Date, provided, however, that

        commencing on the third anniversary of the Agreement Effective Date, and

        on each biannual anniversary of such third anniversary date (such date

        and each biannual anniversary thereof shall be hereinafter referred to

        as the "Renewal Date"), unless this Agreement previously terminated, the

        Agreement Regular Termination Date shall be automatically extended for

        two years from the latest Renewal Date, unless at least one year prior

        to the latest Renewal Date the Company shall give notice to the

        Executive in accordance with Section 10(c) of this Agreement that the

        Agreement Regular Termination Date shall not be so extended.



(c)     "Board" means the Board of Directors of the Company if the reference is

        not to the Board of the Parent, or the Board of Directors of the Parent

        Company if the reference is to the Board of the Parent Company.



(d)     "Cause" means:



(i)     the willful and continued failure of the Executive to substantially

        perform his duties with the Company or one of its affiliates (other than

        any such failure resulting from incapacity due to physical or mental

        illness), after a written demand for substantial performance is



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        delivered to the Executive by the Board which specifically identifies

        the manner in which the Board believes that the Executive has not

        substantially performed his duties, or



               (ii) the willful engaging by the Executive in illegal conduct or

        gross misconduct which is materially and demonstrably injurious to the

        Company.



For purposes of this provision, no act or failure to act, on the part of the

Executive, shall be considered "willful" unless it is done, or omitted to be

done, by the Executive in bad faith or without reasonable belief that the

Executive's action or omission was in the best interests of the Company. Any

act, or failure to act, based upon authority given pursuant to a resolution duly

adopted by the Board or based upon the advice of counsel for the Company shall

be conclusively presumed to be done, or omitted to be done, by the Executive in

good faith and in the best interests of the Company. The cessation of employment

of the Executive shall not be deemed to be for Cause unless and until there

shall have been delivered to the Executive a copy of a resolution duly adopted

by the affirmative vote of not less than three quarters of the entire membership

of the Board at a meeting of the Board called and held for such purpose (after

reasonable notice is provided to the Executive in accordance with Section 10(c)

of this Agreement and the Executive is given an opportunity, together with

counsel, to be heard before the Board), finding that, in the good faith opinion

of the Board, the Executive is guilty of the conduct described in paragraph (i)

or (ii) above, and specifying the particulars thereof in detail.



(e) The "Change in Control Date" means the first date during the Agreement Term

on which a Change in Control (as defined in Section 2) occurs. Anything in this

Agreement to the contrary notwithstanding, if a Change in Control occurs and if

the Executive's employment with the Company is terminated prior to the date on

which the Change in Control occurs, and if it is reasonably demonstrated by the

Executive that such termination of employment either (i) was the request of a

third party who has taken steps reasonably calculated to effect a Change in

Control or (ii) otherwise arose in connection with or anticipation of a Change

in Control, then for all purposes of this Agreement the "Change in Control Date"

shall mean the date immediately prior to the date of such termination of

employment.



(f) "Company" means the Bank of Tazewell County, a Virginia corporation.



(g) "Coverage Period" means the period of time beginning with the Change in

Control Date and ending on the earliest to occur of (i) the Executive's death

and (ii) the sixty-first day after the second anniversary of the Change in

Control Date.



(h) "Disability" means the absence of the Executive from his duties with the

Company on a full-time basis for one year as a result of incapacity due to

mental or physical illness or injury which is determined to be total and

permanent by a physician selected by the Company or its insurers and acceptable

to the Executive or the Executive's legal representative. If the Company

determines in good faith that the Disability of the Executive has occurred, it

may give to the Executive written notice in accordance with Section 10(c) of

this Agreement of its intention to terminate the Executive's employment. In such

event, the Executive's employment with the Company shall terminate effective on

the 30th day after receipt of such notice by the Executive (the "Disability

Effective Date"), provided that, within the 30 days after such receipt, the

Executive shall not have returned to full-time performance of his duties.



(i) "Good Reason" means any good faith determination made by the Executive

(which determination shall be conclusive) that any of the following has

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