Exhibit 10.3

             AMENDMENT TO THE EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

               FIRST:  Article I of the Plan is amended by adding the  following
               definition as Section 1.04:

                      Change in Control means:

                      (i) any  "person," as such term is used in Sections  13(d)
                      and  14(d) of the  Securities  Exchange  Act of  1934,  as
                      amended (the "Exchange Act") (other than the Company,  any
                      trustee or other  fiduciary  holding  securities  under an
                      employee  benefit  plan  of the  Company,  or any  company
                      owned, directly or indirectly,  by the stockholders of the
                      Company in  substantially  the same  proportions  as their
                      ownership  of stock of the  Company),  is or  becomes  the
                      owner or  "beneficial  owner"  (as  defined  in Rule 13d-3
                      under  the  Exchange  Act),  directly  or  indirectly,  of
                      Company  securities  representing  more  than  30%  of the
                      combined voting power of the then outstanding securities;

                      (ii)  during  any  period of two  consecutive  years  (not
                      including  any  period  prior  to the  execution  of  this
                      Agreement),  individuals  who at  the  beginning  of  such
                      period  constitute  the Company's  board of directors (the
                      "Board"),  and any new  director  (other  than a  director
                      designated  by a person who has entered  into an agreement
                      with the  Company  to effect a  transaction  described  in
                      clause (i),  (iii) or (iv) of this Section) whose election
                      by the Board or  nomination  for election by the Company's
                      stockholders  was  approved by a vote of a majority of the
                      directors  then  still  in  office  who  either  (l)  were
                      directors  at the  beginning of such period or (2) were so
                      elected or  nominated  with such  approval,  cease for any
                      reason to constitute at least a majority of the Board;

                      (iii) the  stockholders of the Company approve a merger or
                      consolidation  of the Company  with any other  Company and
                      such merger or  consolidation  is consummated,  other than
                      (l) a merger or  consolidation  which would  result in the
                      voting securities of the Company  outstanding  immediately
                      prior thereto continuing to represent (either by remaining
                      outstanding or by being  converted into voting  securities
                      of the  surviving  entity)  more than 50% of the  combined
                      voting  power of the voting  securities  of the Company or
                      such surviving entity  outstanding  immediately after such
                      merger or  consolidation  or (2) a merger or consolidation
                      effected to  implement a  recapitalization  of the Company
                      (or  similar   transaction)   in  which  no  "person"  (as
                      hereinabove   defined)  acquires  more  than  30%  of  the
                      combined  voting power of the Company's  then  outstanding
                      securities; or




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CFW COMMUNICATIONS COMPANY                                            FORM 10-K

                      (iv) the  stockholders  of the  Company  approve a plan of
                      complete  liquidation  of the Company or an agreement  for
                      the  sale  or   disposition  by  the  Company  of  all  or
                      substantially   all  of  the  Company's  assets  and  such
                      liquidation or sale of assets is consummated.

               SECOND: Article I is further amended by renumbering Sections 1.04
               and 1.05 as Sections 1.05 and 1.06, respectively.

               THIRD:  Article I is  further  amended  by adding  the  following
               definition as Section 1.07:

                      Control  Change  Date  means the date on which a Change in
                      Control  occurs.  If a Change in Control occurs on account
                      of a series of events,  the "Control Change Date" shall be
                      the date on which the last of such events occurs.

               FOURTH: Article I is further amended by renumbering Sections 1.06
               through 1.16 as Sections 1.08 through 1.18, respectively.

               FIFTH:  Article I is  further  amended  by adding  the  following
               sentence to Section 1.18 (formerly Section 1.16):

                      Years of  Service  also  includes  any  period  in which a
                      Participant is entitled to receive severance pay under the
                      CFW Communications  Company Severance Pay Plan or under an
                      agreement between the Company and the Participant.

               SIXTH:  Article II is amended by adding the following language at
               the end of the second sentence thereof:

                      ;provided,  however, that the Board may not declare that a
                      Participant  is no longer a Participant  during the period
                      beginning  three  months  before a Control  Change Date or
                      after a Control Change Date.

               SEVENTH:  Article III is amended by adding the following  Section
               3.06:

                      Excise Taxes.  Any amount payable under this Plan shall be
                      reduced if such payment or any amount or benefit  provided
                      under any plan, program, arrangement or agreement with the
                      Company is subject to excise tax under Code  section  4999
                      or any successor  provision.  In that event, such payments
                      or benefits  shall be reduced to the  maximum  amount that
                      may be provided to or on behalf of the Participant without
                      liability for such excise tax. Any  reduction  required by
                      the  preceding  sentence  shall  first  come from any cash
                      severance  benefit payable to the  Participant,  next from
                      cash payable under this Plan, next from cash payable under
                      other plans,  programs,  arrangements  or  agreements  and
                      finally from noncash benefits.



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<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

               EIGHTH: Article IV is amended by adding the following language as
               the fourth sentence:

                      Notwithstanding the foregoing, the Company may establish a
                      grantor  trust  in  anticipation  of  its  obligations  to
                      Participants and  Beneficiaries but the assets of any such
                      trust shall remain  subject to the claims of the Company's
                      creditors.

               NINTH: Section 5.02(b) is amended to read as follows:

                      Effective  January 1, 2000, a Participant  who  terminates
                      his  employment  with the Company prior to Retirement  but
                      (i) after  completing  seven (7) Years of  Service or (ii)
                      after a Control Change Date, shall be entitled to benefits
                      under the Plan as of the date he would have been  eligible
                      to Retire and  determined  under Plan section  3.01(a)(1),
                      based on his Years of  Service  as of his  termination  of
                      employment  (which  shall  include  any  Years of  Service
                      creditable  under the second  sentence  of Section  1.18);
                      provided,  however,  that no benefits  shall be payable if
                      (1) the Participant  terminates his employment voluntarily
                      (other than a voluntary  termination (a) after  completing
                      seven (7) Years of Service or (b) with Good Reason after a
                      Change  in  Control)or  (2)  the  Company  discharges  the
                      Participant with Cause as determined by the Board.

               TENTH:  Section  5.01(c)  is  amended  by  adding  the  following
               language at the end thereof:

                      For purposes of subsection (b), Good Reason means that

                           (1) Participant's total compensation (the sum of base
                      salary  and  target  annual  incentive  payment,  based on
                      objectives  comparable  to those  applicable  to similarly
                      situated Company executives) is reduced,

                           (2) Participant's job duties and responsibilities are
                      diminished,

                           (3) Participant is required to relocate to a facility
                      more than fifty miles from Waynesboro, Virginia,

                           (4)  Participant  does  not  receive  any  previously
                      deferred compensation when the payment of such deferral is
                      due,

                           (5)  Participant  is  not  provided  benefits  (e.g.,
                      health  insurance)  that are  comparable  in all  material
                      respects to those  provided to  Participant on the Control
                      Change Date,

                           (6)  Participant  is  directed  by  the  Board  or an
                      officer of the Company or an Affiliate  (or the  Company's
                      successor  or an  affiliate  thereof) to engage in conduct
                      that is  unethical,  illegal or contrary to the  Company's
                      (or its successor's) good business practices or



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<PAGE>
CFW COMMUNICATIONS COMPANY                                            FORM 10-K

                           (7)  Participant  is  directed  by  the  Board  or an
                      officer of the Company or an Affiliate  (or the  Company's
                      successor or an affiliate  thereof) to refrain from acting
                      and the failure to act is  unethical,  illegal or contrary
                      to  the  Company's  (or  its  successor's)  good  business
                      practices.

               ELEVENTH:  Section  7.01  is  amended  by  adding  the  following
               language at the end of the first sentence:

                      ;provided,  however, that without a Participant's consent,
                      the Board  may not  terminate,  amend or  modify  the Plan
                      within three months before a Control  Change Date or after
                      a Control Change Date.

               TWELFTH:  Exhibit  I to the  Plan  is  amended  by  deleting  the
               reference "1-14" and the corresponding  Applicable Percentage and
               by substituting the following in their stead:

                           Participant's
                          Years of Service           Applicable Percentage
                          ----------------           ---------------------

                                  1                             29.5
                                  2                             30.5
                                  3                             32.0
                                  4                             33.5
                                  5                             35.0
                                  6                             36.5
                                  7                             38.0
                                  8                             39.5
                                  9                             41.0
                                 10                             42.5
                                 11                             44.0
                                 12                             45.5
                                 13                             47.0
                                 14                             48.5


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