Exhibit 10.1


                              EMPLOYMENT AGREEMENT


         THIS  EMPLOYMENT  AGREEMENT  ("AGREEMENT"),  made  as of the 1st day of
January, 1998, by and between INDEPENDENT COMMUNITY BANKSHARES, INC., a Virginia
corporation ("Corporation") and JOSEPH L. BOLING ("Executive").

         WHEREAS,  it is the desire of the  Corporation  to have the  benefit of
Executive's loyalty, service and counsel; and

         WHEREAS,  the  Executive  wishes  to  continue  in  the  employ  of the
Corporation as its Chairman, President and Chief Executive Officer; and

         WHEREAS, the Corporation desires to continue to employ the Executive in
his present capacity; and

         WHEREAS,  Executive possesses certain valuable knowledge,  professional
skills and expertise  essential to the continued  success of the business of the
Corporation; and

         WHEREAS,  the Corporation  desires to continue to utilize the aforesaid
knowledge,  professional skills and expertise of the Executive in the conduct of
the business of the Corporation; and

         WHEREAS, the Corporation and Executive desire to continue to set forth,
in writing, the terms and conditions of their agreements and understandings;

         NOW,  THEREFORE,  in  consideration  of the  foregoing,  of the  mutual
promises herein  contained,  and of other good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
legally to be bound, agree as follows:

                1.      Employment: The Corporation agrees to continue to employ
the  Executive  as  Chairman,  President  and Chief  Executive  Officer  and the
Executive agrees to serve the Corporation  upon the terms and conditions  herein
provided.  The Executive  also shall serve as the Chairman,  President and Chief
Executive  Officer of The  Middleburg  Bank,  a wholly owned  subsidiary  of the
Corporation (the "Bank"). The Executive agrees to perform such managerial duties
and  responsibilities  as shall be assigned to him by the Boards of Directors of
the  Corporation  and the Bank.  The  Executive  shall  devote his full time and
attention to the discharge of the duties undertaken by him hereunder.

                2.      Term of  Employment:  The term of this Agreement and the
employment  of the  Executive  hereunder  shall be deemed to have  commenced  on
January  1, 1998,  and shall  continue  to  December  31,  2002,  unless  sooner
terminated in accordance with the provisions of Section 5. Beginning on December
31,  2000,  and on  December  31 of  each  of the  succeeding  seven  (7)  years
thereafter, the term of this Agreement and all its terms and provisions shall be
automatically  extended for one additional year, unless terminated in accordance
with the

<PAGE>

provisions  of  Section  5.  If  Executive's   employment  by  the   Corporation
terminates, his employment by the Bank shall terminate automatically at the same
time.

                3.      Compensation: (a) As compensation for the services to be
rendered by the Executive  under this  Agreement,  the Executive shall receive a
base annual salary of One Hundred Ninety-One Thousand Four Hundred Eight Dollars
($191,408)  for the year 1998.  The Executive may receive base salary  increases
and incentive or bonus  compensation in the amounts  determined by the Executive
Committee  of the Board of  Directors  of the  Corporation  in  accordance  with
performance objectives established by the Board of Directors.

         (b)    Except as otherwise  expressly set forth herein, no compensation
shall be paid  pursuant  to this  Agreement  subsequent  to any  termination  of
Executive's employment by the Corporation;  provided,  however, that Executive's
right to exercise stock options  following a termination of employment  shall be
governed  by the terms of the  Corporation's  stock  option  plans and any stock
option  agreements  between the Corporation and the Executive.  No stock options
shall be granted to Executive after his employment terminates.

                4.      Additional Benefits:

         (a)    In addition to all the benefits  which are provided to all other
senior officers of the Corporation and the Bank, Executive shall be eligible for
participation in annual salary increases and any additional  plans,  programs or
forms of compensation or benefits that the Board of Directors of the Corporation
might hereafter provide to the employees of the Corporation or its subsidiaries,
to include but not be limited to, major medical and dental insurance, membership
in the Middleburg Tennis Club and in a local golf club.

         (b)    The  Corporation  shall provide to Executive an  automobile  and
payment of all related automobile expenses.

                5.      Termination:

         (a)    For  Cause.  Notwithstanding  any other  provision  hereof,  the
Corporation may terminate Executive's employment under this Agreement for cause.
The  termination  shall be evidenced by written notice thereof to the Executive,
which shall  specify the cause of  termination.  For purposes  hereof,  the term
"cause"  shall mean  failure of the  Executive  to perform his duties under this
Agreement  for any reason  other than  disability;  unlawful  business  conduct;
theft; commission of a felony; or a material breach of this Agreement.  The term
"cause" shall also include the failure of Executive  for any reason,  within ten
(10) days after receipt by Executive of written notice thereof from the Board of
Directors of the Corporation to correct, cease, or otherwise alter any action or
omission  that  materially  or adversely  affects the  Corporation's  profits or
operations.

         (b)    Resignation.  (1) The Executive may resign or voluntarily  leave
the employ of the  Corporation  upon  giving the  Corporation  ninety  (90) days
advance notice and on the effective


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<PAGE>

date of such resignation,  the Corporation's obligations to Executive under this
Agreement shall terminate and the Corporation shall have no further liability to
Executive under this Agreement.

                (2)     However,  if Executive resigns or voluntarily leaves the
employ of the  Corporation  for  "good  reason"  (as  hereafter  defined),  then
Executive  shall be  entitled  to the  compensation  and  benefits  set forth in
Sections 3 and 4 hereof for the period of time set forth in Section 5(c) hereof.
Notwithstanding  anything  in  this  Agreement  to the  contrary,  if  Executive
breaches Section 6 or Section 7(a), Executive will not thereafter be entitled to
receive any further compensation or benefits pursuant to this Section 5(b).

         For purposes of this Agreement, "good reason" shall mean:

                (i)     The  assignment  of  duties  to  the  Executive  by  the
Corporation which result in the Executive having significantly less authority or
responsibility  than he has on the date  hereof,  without  his  express  written
consent;

                (ii)    The  removal  of the  Executive  from or any  failure to
re-elect him to the position of Chairman,  President and Chief Executive Officer
of the Corporation and the Bank;

                (iii)   Requiring the Executive to maintain his principal office
outside of Loudoun County, Virginia;

                (iv)    A reduction by the Corporation of the  Executive's  base
salary, as the same may have been increased from time to time;

                (v)     The failure of the  Corporation to provide the Executive
with   substantially  the  same  fringe  benefits  that  were  provided  to  him
immediately prior to the date hereof;

                (vi)    The  Corporation's  failure to comply with any  material
term of this Agreement; or

                (vii)   The failure of the  Corporation to obtain the assumption
of and agreement to perform this Agreement by any successor as  contemplated  in
Section 9 hereof.

         (c)    Without  Cause.  The  Corporation  may at  any  time,  elect  to
terminate  Executive's  employment  without  "cause" and remove  Executive  from
employment  on thirty (30) days written  notice.  If the  Corporation  elects to
terminate  Executive's  employment  without  "cause",  then  Executive  shall be
entitled  to receive  the salary  provided  under  Section 3 and the medical and
dental  insurance,  automobile and club memberships  provided under Section 4 of
this  Agreement  for a period of time which is the greater of (i) the  remaining
term of  employment  provided for in this  Agreement,  or (ii)  thirty-six  (36)
months,  commencing on the date of termination.  Executive shall not be entitled
to receive  any  bonuses or other form of  incentive  compensation  following  a
termination  of  employment  pursuant to Section  5(b)(2) or this Section  5(c).
Notwithstanding  anything  in  this  Agreement  to the  contrary,  if  Executive
breaches Section 6 or Section 7(a), Executive will not thereafter be entitled to
receive any further compensation or benefits pursuant



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<PAGE>

to this Section 5(c).

         (d)    Death.   This  Agreement  shall  terminate  upon  death  of  the
Executive;  provided,  however,  that in such event the Corporation shall pay to
the estate of the Executive the compensation including salary and accrued bonus,
if any, which otherwise would be payable to the Executive through the end of the
month in which his death occurs.

         (e)    Disability.  The Corporation may terminate this Agreement, after
having established the Executive's disability by giving to the Executive written
notice of its  intention to terminate  his  employment  for  disability  and his
employment with the Corporation shall terminate  effective on the 90th day after
receipt of such notice if within 90 days after such receipt the Executive  shall
fail to  return to  full-time  performance  of the  essential  functions  of his
position  (and if the  Executive's  inability  to perform  has been  established
pursuant to the  definition of  "disability"  set forth below).  For purposes of
this Agreement,  "disability " means either (i) a physical or mental  impairment
which  after  the  expiration  of  more  than 13  consecutive  weeks  after  its
commencement  is  determined  by a  physician  selected  and  paid  for  by  the
Corporation  or its  insurers,  and  acceptable  to the  Executive  or his legal
representative,  which consent shall not be  unreasonably  withheld,  to be such
that the Executive is permanently  unable to perform the essential  functions of
his position or (ii) disability as defined in the policy of disability insurance
maintained  by the  Corporation  or the Bank for the  benefit of the  Executive.
Notwithstanding   the  foregoing,   the   Corporation   shall  comply  with  all
requirements  of the Americans with  Disabilities  Act, 42 U.S.C.  ss. 12101 et.
seq.

                6.      Confidentiality/Nondisclosure  Executive  covenants  and
agrees that any and all  information  concerning the  customers,  businesses and
services of the  Corporation  and its  subsidiaries of which he has knowledge or
access as a result of his  association  with the  Corporation  in any  capacity,
shall be deemed confidential in nature and shall not, without the proper written
consent of the  Corporation,  be  directly  or  indirectly  used,  disseminated,
disclosed or published by Executive to third  parties  other than in  connection
with the usual  conduct of the  business of the  Corporation.  Such  information
shall expressly include, but shall not be limited to, information concerning the
Corporation's and its subsidiaries' trade secrets, business operations, business
records,  customer  lists or other  customer  information.  Upon  termination of
employment  the  Executive  shall deliver to the  Corporation  all originals and
copies of documents,  forms,  records or other information,  in whatever form it
may exist,  concerning the Corporation  and its  subsidiaries or their business,
customers,  products or services. In construing this provision it is agreed that
it shall be  interpreted  broadly  so as to  provide  the  Corporation  with the
maximum  protection.  This Section 6 shall not be applicable to any  information
which,  through no misconduct or negligence of Executive,  has  previously  been
disclosed to the public by anyone other than Executive.

                7.      Covenant  Not to  Compete.  (a)  During the term of this
Agreement and throughout any further period that he is an officer or employee of
the Corporation,  and for a period of twelve (12) months from and after the date
that Executive is (for any reason) no longer  employed by the Corporation or for
a period of twelve (12)  months  from the date of entry by a court of  competent
jurisdiction  of a final  judgment  enforcing  this  covenant  in the event of a
breach by Executive,  whichever is later, Executive covenants and agrees that he
will not,  directly  or  indirectly,  either as a  principal,  agent,  employee,
employer,  stockholder,  co-partner or in any other individual or



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representative  capacity  whatsoever:  (i)  engage  in  a  Competitive  Business
anywhere  within a 25 mile radius of any office  operated by the  Corporation or
the Bank on the date the Executive's employment terminates;  or (ii) solicit, or
assist any other person or business  entity in  soliciting,  any  depositors  or
other  customers of the Corporation or the Bank to make deposits in or to become
customers of any other financial institution  conducting a Competitive Business;
or  (iii)  induce  any  individuals  to  terminate  their  employment  with  the
Corporation  or the  Bank.  As used in this  Agreement,  the  term  "Competitive
Business"  means all  banking  and  financial  products  and  services  that are
substantially  similar to those  offered by the  Corporation  or the Bank on the
date that the Executive's employment terminates.

         (b)    Notwithstanding  the foregoing,  Section 7(a) shall not apply if
Executive's  employment  terminates  after a Change of  Control.  A  "change  of
control" is defined as any of the following: (i) any person, including a "group"
as defined in Section 13(d)(3) of the Securities  Exchange Act of 1934,  becomes
the owner or beneficial owner of Corporation securities having twenty percent or
more of the combined voting power of the then outstanding Corporation securities
that may be cast for the election of the Corporation's directors,  other than as
a result of an issuance of securities  initiated by Corporation,  or open market
purchases  approved by the Board of  Directors,  as long as the  majority of the
Board  of  Directors  approving  the  purchases  is a  majority  at the time the
purchases are made; (ii) a contested  election of directors in which less than a
majority  of  the  individuals  nominated  by  the  Board  of  Directors  of the
Corporation are elected; or (iii) a merger or consolidation of Corporation with,
or into,  another  corporation  or the sale,  conveyance  or other  transfer  of
substantially  all of  the  assets  or  stock  of  Corporation  if,  immediately
following  such  transaction,  those  who  were  directors  of  the  Corporation
immediately before such transaction do not constitute at least a majority of the
surviving or  resulting  corporation.  In the event that there is a  transaction
under a plan which  involves a change of  control of the  Corporation,  then the
date of  change  of  control  shall be the date  that the last  step in the plan
causes a change of control of the Corporation to occur.

                8.      Injunctive  Relief.  The Executive agrees that given the
nature of the positions  held by Executive with the  Corporation,  that each and
every one of the  covenants  and  restrictions  set forth in Sections 6 and 7(a)
above are  reasonable  in  scope,  length  of time and  geographic  area and are
necessary for the protection of the significant investment of the Corporation in
developing,  maintaining  and expanding its business.  Accordingly,  the parties
hereto  agree  that  in the  event  of any  breach  by  Executive  of any of the
provisions of Sections 6 or 7(a) that monetary damages alone will not adequately
compensate the Corporation for its losses and,  therefore,  that it may seek any
and all legal or equitable relief available to it, specifically  including,  but
not limited to,  injunctive  relief.  The covenants  contained in Sections 6 and
7(a) shall be construed  and  interpreted  in any judicial  proceeding to permit
their  enforcement  to the maximum  extent  permitted by law.  Should a court of
competent  jurisdiction  determine  that  any  provision  of the  covenants  and
restrictions set forth in Section 7(a) above is unenforceable as being overbroad
as to time,  area or scope,  the court may strike  the  offending  provision  or
reform  such  provision  to  substitute  such other terms as are  reasonable  to
protect the Corporation's legitimate business interests.

                9.      Successors.  The Corporation  will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business,



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stock  or  assets  of the  Corporation,  by  agreement  in  form  and  substance
reasonably  satisfactory  to the  Executive,  to  expressly  assume and agree to
perform this  Agreement in its entirety.  Failure of the  Corporation  to obtain
such agreement  prior to the  effectiveness  of any such  succession  shall be a
breach of this  Agreement and shall  entitle the  Executive to the  compensation
described in Section  5(b)(2).  As used in this Agreement,  "Corporation"  shall
mean  Independent  Community  Bankshares Inc., a Virginia  corporation,  and any
successor  to its  respective  business,  stock or  assets  as  aforesaid  which
executes  and  delivers  the  agreement  provided for in this Section 9 or which
otherwise  becomes bound by all the terms and  provisions  of this  Agreement by
operation of law. 

                10.     Limitation  Of  Benefits:  It is  the  intention  of the
parties that no payment be made or benefit provided to the Executive pursuant to
this Agreement that would  constitute an "excess  parachute  payment" within the
meaning  of Section  280G of the Code and any  regulations  thereunder,  thereby
resulting  in a loss  of an  income  tax  deduction  by the  Corporation  or the
imposition of an excise tax on the Executive  under Section 4999 of the Code. If
the independent  accountants  serving as auditors for the Corporation  determine
that some or all of the payments or benefits scheduled under this Agreement,  as
well as any other payments or benefits to which the Executive is entitled, would
be  nondeductible  by the  Company  under  Section  280G of the  Code,  then the
payments  scheduled under this Agreement will be reduced to one dollar less than
the maximum amount which may be paid without causing any such payment or benefit
to be nondeductible.  The determination  made as to the reduction of benefits or
payments required  hereunder by the independent  accountants shall be binding on
the parties. The Executive shall have the right to designate within a reasonable
period, which payments or benefits will be reduced;  provided,  however, that if
no direction is received from the Executive, the Corporation shall implement the
reductions in its discretion.

                11.     Severability:  The provisions of this Agreement shall be
deemed severable,  and the invalidity or  unenforceability of any one or more of
the   provisions   of  this   Agreement   shall  not  affect  the  validity  and
enforceability of the other provisions.

                12.     Miscellaneous:  The Corporation, by the signature of all
members of the Board of Directors  (except the Executive),  hereby approves this
Employment Agreement with the Executive dated as of January 1, 1998.

         This  Agreement  shall be governed by the laws of the  Commonwealth  of
Virginia except to the extent the federal banking laws may be controlling.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.

                                       INDEPENDENT COMMUNITY BANKSHARES, INC.


                                       By: /s/ Howard M. Armfield
                                           --------------------------(SEAL)
                                           Howard M. Armfield


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<PAGE>



                                       By: /s/ Childs Frick Burden
                                           --------------------------(SEAL)
                                           Childs Frick Burden

                                       By: /s/ J. Lynn Cornwell, Jr.
                                           --------------------------(SEAL)
                                           J. Lynn Cornwell, Jr.

                                       By: /s/ William F. Curtis
                                           --------------------------(SEAL)
                                           William F. Curtis

                                       By: /s/ F. E. Deacon, III
                                           --------------------------(SEAL)
                                           F. E. Deacon, III

                                       By: /s/ George A. Horkan, Jr.
                                           --------------------------(SEAL)
                                           George A. Horkan, Jr.

                                       By: /s/ C. Oliver Iselin, III
                                           --------------------------(SEAL)
                                           C. Oliver Iselin, III

                                       By: /s/ William S. Leach
                                           --------------------------(SEAL)
                                           William S. Leach

                                       By: /s/ Thomas W. Nalls
                                           --------------------------(SEAL)
                                           Thomas W. Nalls

                                       By: /s/ John C. Palmer
                                           --------------------------(SEAL)
                                           John C. Palmer

                                       By: /s/ John Sherman
                                           --------------------------(SEAL)
                                           John Sherman

                                       By: /s/ Millicent W. West
                                           --------------------------(SEAL)
                                           Millicent W. West

                                       By: /s/ Edward T. Wright
                                           --------------------------(SEAL)
                                           Edward T. Wright


                                       EXECUTIVE

                                       /s/ Joseph L. Boling
                                       ------------------------------(SEAL)
                                       Joseph L. Boling



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