CFW COMMUNICATIONS COMPANY                                            FORM 10-K



                                                                    Exhibit 10.4

                     Form of Management Continuity Agreement

THIS  AGREEMENT,  dated  _________  ___,  1999,  is  between  __________________
("Executive")  and CFW  COMMUNICATIONS  COMPANY,  a  VIRGINIA  corporation  (the
"Company"), and provides as follows.

                                    RECITALS

         The  Company  considers  it  essential  to the  best  interests  of its
shareholders  to  foster  the  continuing   employment  of  its  key  management
personnel.

         The  Company  recognizes  that the  possibility  of a Change in Control
exists and that such possibility,  and the uncertainty and questions that it may
raise among  management may result in the departure or distraction of management
personnel to the detriment of the Company and its shareholders.

         Executive  will  continue  to serve the  Company in  reliance  upon the
undertakings of the Company contained herein.

         In  consideration  of the  premises  and the  mutual  covenants  herein
contained, the Company and Executive agree as follows:

         1. Term. The Term of this Agreement is the period  beginning on January
1, 2000 and ending on December 31,  2001.  The Term of this  Agreement  shall be
extended for an  additional  twelve  months  unless the  Company,  at least four
months before the  expiration of the Term of this  Agreement,  provides  written
notice to Executive that the Term of this  Agreement  will not be extended.  The
preceding sentence shall first be effective to extend the Term of this Agreement
until  December  31, 2002 unless  written  notice to the contrary is provided to
Executive by the Company before September 1, 2000.

         2.  Entitlement.  Subject to Executive's  compliance  with paragraph 7,
Executive  will be entitled to receive the benefits  described in this Agreement
if there is a Change in Control  during the Term of this Agreement and either of
the following applies:

               (a) Executive's  employment is terminated  without Cause prior to
               the fifth  anniversary  of the Control  Change Date (even if such
               termination occurs after the Term of this Agreement);

               (b)  Executive  resigns  with  Good  Reason  prior  to the  fifth
               anniversary of the Control Change Date (even if such  resignation
               occurs after the Term of this Agreement);

For  purposes  of this  Agreement,  the  date of a  termination  of  Executive's
employment  as  described  in  subparagraphs  (a) or (b)  above  is  Executive's
"Termination Date."

         3.  Severance  Pay.  If  Executive's  Termination  Date  occurs  within
twenty-four  months  after the Control  Change  Date,  Executive  will receive a
severance benefit equal to two years' Compensation.  If Executive's  Termination
Date occurs more than  twenty-four  months after the Control  Change  Date,  but
before the expiration of sixty months after the Control  Change Date,  Executive
will   receive  a   severance   benefit   equal  to  one  year's   Compensation.
Notwithstanding the preceding sentences,  in lieu of the severance pay described


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CFW COMMUNICATIONS COMPANY                                            FORM 10-K


in the  preceding  sentences of this  paragraph  3,  Executive  shall  receive a
severance  benefit equal to the severance  benefit available to employees of the
Company (or its successor and any of its affiliates) who are similarly  situated
to the  Executive  on the  Executive's  Termination  Date if the  value  of such
benefit is greater than the value of the benefit described in this paragraph.

Executive's severance benefit, less applicable  withholding taxes, shall be paid
in equal monthly  installments in accordance with the Company's  regular payroll
policies  and the period in which  such  amount is  payable  is  referred  to an
Executive's "Severance Period."

         4. Benefit  Reduction.  The severance pay payable under  paragraph 3 to
Executive  during  any  month  shall  be  reduced  by the  amount  of  any  cash
compensation  paid to  Executive  by another  employer or business  for services
rendered by Executive after Executive's Termination Date; provided, however that
this  paragraph  4 shall not apply  with  respect to cash  compensation  paid to
Executive for services of a similar nature that Executive rendered to such other
employer or business prior to Executive's Termination Date.

         5.  Welfare  Benefits.  If  Executive  satisfies  the  requirements  of
paragraph 2, Executive and Executive's  dependents will be entitled to continued
participation  in the "employee  welfare  benefit  plans" (as defined in Section
3(1) of the Employee  Retirement Income Security Act of 1974) in which Executive
participated on his  Termination  Date during the Severance  Period.  In lieu of
such continued coverage, Executive will be reimbursed, on a net after-tax basis,
for the cost of individual  insurance  coverage for  Executive  and  Executive's
dependents  under a policy or policies that provide  benefits not less favorable
than the benefits  provided  under such  employee  welfare  benefit  plans.  The
coverage  provided  under this  paragraph  shall be  secondary  to any  coverage
provided  to  Executive  and  Executive's  dependents  by  another  employer  of
Executive.

         6. Other  Benefits.  Executive  will receive all of the  benefits  that
Executive is entitled to receive under the terms of the benefit plans,  programs
and arrangements in which Executive currently participates, including, by way of
example and not of limitation,  any pension, "401(k)" plan, "401(k)" restoration
plan,  supplemental pension plan or retiree welfare benefit plan,  regardless of
whether the requirements of paragraph 2 are satisfied.

         7. Confidentiality and Non-Competition. Executive agrees to comply with
his Confidentiality  and Non-Competition  Agreement with the Company and that if
Executive  breaches  such  agreement,  the Company  shall,  in addition to other
available  remedies,  be entitled to injunctive relief and shall not be required
to provide any benefit to Executive pursuant to this Agreement.

         8. Excise  Taxes.  Executive  agrees  that the amounts  payable and the
benefits to be provided under this Agreement shall be reduced if such amounts or
benefits or any amount or benefit provided under any plan, program,  arrangement
or agreement with the Company is subject to excise tax under Section 4999 of the
Internal Revenue Code of 1986, as amended, 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 Executive  without liability for such excise tax.
Any  reduction  required by the  preceding  sentence  shall first come from cash
payable  under  this  Agreement,  next  from cash  payable  under  other  plans,
programs, arrangements or agreements and finally from noncash benefits.

         9.  Definitions.   For  purposes  of  this  Agreement,   the  following
definitions will apply:

               a. Cause.  the term  "Cause"  means that (i)  Executive  has been
               convicted  of a felony  that  involves  the  misappropriation  of
               Company assets or that materially injures the business reputation
               of the  Company  or (ii) the  Company's  Board of  Directors  has


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CFW COMMUNICATIONS COMPANY                                            FORM 10-K


               determined  in good  faith  that  there  has been a  willful  and
               continuing failure on the part of Executive to perform a material
               duty or  responsibility  and  that  such  failure  has  not  been
               corrected within ninety days after written notice to Executive.

               b.  Change in Control.  A "Change in Control"  shall be deemed to
               have occurred if:

                   (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.

               c. Compensation.  "Compensation" means the sum of (i) Executive's
               annual salary as in effect on  Executive's  Termination  Date and
               (ii) Executive's  target annual  incentive  payments for the year
               that includes Executive's Termination Date.

               d. Control Change Date.  "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.

               e. Good  Reason.  The "Good  Reason"  means that (i)  Executive'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,
               (ii) Executive's job duties and  responsibilities are diminished,
               (iii)  Executive is required to relocate to a facility  more than
               fifty miles from  Waynesboro,  Virginia,  (iv) Executive does not
               receive any previously deferred  compensation when the payment of
               such  deferral is due, (v)  Executive  is not  provided  benefits
               (e.g.,  health  insurance)  that are  comparable  in all material
               respects to those  provided to  Executive  on the Control  Change
               Date,  (vi) Executive is directed by the Board of Directors 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  (vii)  Executive  is
               directed by the Board of  Directors  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.

         10.  Governing  Law. This Agreement will be governed by the laws of the
Commonwealth  of  Virginia  except to the extent to the  extent  that they would
Trequire the application of the laws of another State.

         IN WITNESS WHEREOF, Executive has signed this Agreement and the Company
has caused this Agreement to be signed by its duly authorized officer.

                                            ----------------------------------
                                            [Executive's Name]


                                            CFW COMMUNICATIONS COMPANY

                                            By________________________________

                                            Title:______________________________