EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered  into  as of the
1st  day  of  October,  2000,  by  and  between  CENIT Bancorp, Inc., a Delaware
corporation  (hereinafter  referred  to  as "Bancorp") and Roger J. Lambert (the
"Executive").

                                    RECITALS

         Bancorp  desires to employ  Executive on the terms and  conditions  set
forth  herein,  and  Executive  desires  to be  employed  under  the  terms  and
conditions of this Agreement.

         NOW, THEREFORE,  in consideration of the mutual promises of the parties
hereto and for other good and valuable  consideration,  the receipt and adequacy
whereof each party hereby  acknowledges,  Bancorp and Executive  hereby agree as
follows:

         1.       DEFINITIONS:  Except  as  otherwise expressly provided in this
Agreement,  the  following  terms  shall  have the  following  meanings  for all
purposes of this Agreement:

                  (a)  Base  Salary  means  the annual compensation specified in
Section 4 below.

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                  (b)  Cause means any of the  reasons  listed in  Section  7(d)
below for which this  Agreement may be terminated or Executive may be discharged
prior to the end of the Term hereof.

                  (c)  Change  of  Control  means a change in the  ownership  or
effective control of Bancorp or in the ownership of a substantial portion of the
assets of Bancorp and shall be deemed to have  occurred  upon the  occurrence of
any one of the events described in Section 8(a) below.

                  (d)  Code means the Internal Revenue Code of 1986, as amended.

                  (e)  Exchange Act means  the  Securities Exchange Act of 1934,
as amended.

                  (f)  Good reason means the occurrence of any of the conditions
listed in Section 7(f) below which is followed by the  resignation  of Executive
within 12 months after such occurrence.

                  (g)  Resignation  for   good   reason   means  resignation  by
Executive in accordance with the provisions of Section 7(f) below.

                  (h)  Severance Payment means an amount equal to the product of
two (2) multiplied by the amount of Executive's Base Salary immediately prior to
the Change of Control or at the time of his termination of employment, whichever
is greater.

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                  (i)  Subsidiary  means any  corporation at least a majority of
the stock of which is owned by Bancorp,  either  directly or through one or more
other Subsidiaries, and any other entity controlled,  directly or indirectly, by
Bancorp or any other Subsidiary.

                  (j)  Term  means  the  term  of  this  Agreement  specified in
Section 3 below, and all renewals and extensions thereof.

                  (k)  Termination  for cause means discharge of Executive prior
to the end of the Term in accordance  with the  provisions of Section 7(d) below
for any of the reasons listed therein.

                  (l)  Termination  without  cause means  discharge of Executive
prior to the end of the Term for any reason  other than cause (as  described  in
Section 7(d) below) or disability.

                  (m)  Transition Period means a specified  period not in excess
of six (6) months after a Change of Control  during which  Executive's  services
are to be retained under Section 8(b).

         2.       EMPLOYMENT:

                  (a)  During the Term, Executive  shall be  employed to perform
such services for Bancorp and/or one or more  Subsidiaries as may be assigned to
Executive by Bancorp from time to time upon the terms and conditions hereinafter
set forth.  Executive's  services  shall be rendered in a senior  management  or
executive capacity

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and  shall be of the type for  which  Executive  is  suited  by  background  and
training. Executive agrees that, during the Term of Executive's employment under
this Agreement,  he will devote Executive's full business time and energy to the
business,  affairs and interests of Bancorp and serve diligently and to the best
of Executive's  ability.  Notwithstanding the preceding sentence,  Executive may
serve as a  director  of other  corporations  and  entities,  including  without
limitation charitable organizations,  and be employed in other activities to the
extent  those  activities  and  services  do  not  inhibit  the  performance  of
Executive's  duties  hereunder  or conflict  with the business of Bancorp or any
Subsidiary or any other affiliate of Bancorp or a Subsidiary.

                  (b)  References  in this  Agreement  to services  rendered for
Bancorp and  compensation,  benefits,  indemnification  and liability  insurance
payable  or  provided  by  Bancorp  shall  include  services  rendered  for  and
compensation,  benefits,  indemnification  and  liability  insurance  payable or
provided by any Subsidiary,  and references in this Agreement to "Bancorp" shall
mean and refer to each "Subsidiary" for which Executive  performs  services,  as
the context may require.

                  (c)  The provisions of this Agreement  amend and supersede the
provisions of the Key Executive Change of Control  Agreement between Bancorp and
Executive dated December 18, 1998.

         3.       TERM: The initial term of this Agreement begins as of the date
hereof and ends on September 30, 2003.   The Board  of  Directors may renew this

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Agreement  for  successive   one-year   periods  and  will  review   Executive's
performance  annually  for  the  purpose  of  determining  whether to renew this
Agreement.

         4.       BASE SALARY: Executive shall receive a Base Salary of not less
than $130,000 per year,  payable in  substantially  equal  installments  no less
frequently  than  monthly  (less any  amounts  withheld  as  required by  law or
pursuant  to  any  benefits  plan).  The  Base  Salary  may be  increased in the
sole and absolute discretion of Bancorp.

         5.       OTHER BENEFITS:  During  the  Term  of  employment  under this
Agreement, Executive  shall  participate  or  be  entitled to participate in any
pension,  group  insurance, hospitalization, incentive  or deferred compensation
and other benefit  or  compensation   plans  of  Bancorp  presently in effect or
hereafter  adopted and  generally available to all employees of senior executive
status.Executive shall also be entitled to any additional compensation, benefits
or  perquisites,  if any, that may be provided  specifically to or for Executive
by Bancorp from time to time. During  the  Term of this Agreement, to the extent
that such expenditures meet the requirements of Bancorp and are substantiated by
Executive as required by  corporate  policies,  Executive  shall  be  reimbursed
promptly  for  all expenditures  (including travel,  entertainment,  parking and
business meetings) made in  accordance  with rules and policies established from
time to time by Bancorp in pursuance  and  furtherance  of the business and good
will of Bancorp.

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         6.       INDEMNIFICATION:

                  (a)  Bancorp  and each bank  Subsidiary  for  which  Executive
provides  services shall indemnify and hold Executive  harmless from and against
all liability and expense  resulting from (i) all acts or omissions of Executive
while acting in the capacity of a director,  officer, and/or employee of Bancorp
and its Subsidiaries  during Executive's  employment as such director,  officer,
and/or  employee  and (ii) acts or  omissions  of Bancorp  and its  Subsidiaries
occurring or alleged to have occurred during or prior to Executive's employment,
on terms  and  conditions  no less  favorable  to  Executive  than the terms and
conditions  providing for  indemnification  of officers and directors  under the
Articles or Certificate of Incorporation and the Bylaws of Bancorp and each such
Subsidiary  as in  effect  on the date of this  Agreement.  If the  Articles  or
Certificate  of  Incorporation  or  the  Bylaws  of  Bancorp  and/or  each  such
Subsidiary are hereafter  amended to provide officers and directors with broader
or  greater  rights  of  indemnification,   Bancorp  and  each  such  Subsidiary
acknowledge  and agree that  Executive  shall be  indemnified  and held harmless
under such broader or greater rights of indemnification and, further, that in no
event shall Executive be entitled to any lesser rights of  indemnification  than
are  presently  available to Executive  under such  Articles or  Certificate  of
Incorporation and/or Bylaws on the date of this Agreement.

                  (b)  To the maximum extent permitted  by  applicable law as in
effect on the date of this Agreement and without abridging or limiting the right

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of  indemnification  provided  under  Section  6(a) above, Bancorp and each bank
Subsidiary  for which  Executive  provides  services  shall  indemnify  and hold
Executive harmless from and against all liability and expense resulting from (i)
all acts or omissions  of Executive  while acting in the capacity of a director,
officer,  and/or  employee of Bancorp and its  Subsidiaries  during  Executive's
employment  as such  officer and  director and (ii) acts or omissions of Bancorp
and its  Subsidiaries  occurring or alleged to have occurred  during or prior to
Executive's  employment.  If applicable laws relating to the  indemnification of
officers and directors (including, without limitation, the rules and regulations
of the appropriate  primary federal or state banking agency for Bancorp and each
bank Subsidiary for which Executive  provides services) are hereafter amended to
provide officers and directors with broader or greater rights of indemnification
than is provided under Section 6(a) above or this Section 6(b), Bancorp and each
such  Subsidiary  acknowledge  and agree that Executive shall be indemnified and
held  harmless  under such  broader or greater  rights of  indemnification  and,
further,  that in no event shall  Executive be entitled to any lesser  rights of
indemnification  than are  presently  available to Executive  under Section 6(a)
above or this Section 6(b) on the date of this Agreement.  Bancorp and Executive
further  acknowledge  and agree that it is the  intention  of the  parties  that
Executive shall be entitled to  indemnification  as set forth under Section 6(a)
above and this  Section 6(b) to the greatest  extent  possible  under either the
Articles  or  Certificate  of  Incorporation  and  the  Bylaws  of  Bancorp  and

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each bank Subsidiary for which Executive  performs services or applicable law as
in effect on the date of this  Agreement  or as  hereafter  amended from time to
time to provide broader or greater rights of indemnification.

                  (c)  Bancorp  shall carry  Directors  and  Officers  Liability
Insurance  in such amounts as the Board of  Directors  in its  discretion  deems
appropriate,  and any  payments  made  under  such  policy  to  Executive  or on
Executive's  behalf shall be offset against the  indemnification  obligation set
forth in Section 6(a) and Section 6(b) above. Notwithstanding the foregoing, the
indemnification provided by Section 6(a) and Section 6(b) above shall not apply,
and Executive  shall not be  indemnified,  with respect to any acts or omissions
which  constitute  wanton or willful  misconduct  or gross  negligence or in the
event that the  disinterested  directors of Bancorp determine that Executive was
not acting in good faith within the scope of Executive's employment or authority
as he could  reasonably  have  perceived  it under the  circumstances  and for a
purpose he could  reasonably  have believed under the  circumstances  was in the
best interests of Bancorp and its Subsidiaries.

                  (d)  The  provisions  of  this   Section   6   shall   survive
termination of this Agreement.

         7.       TERMINATION:  Executives  employment  under this Agreement may
be terminated under any of the following conditions.

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                  (a)  Disability:   If  Executive  is  unable  to  perform  the
essential  functions of  Executive's  job (as described in this  Agreement) on a
full-time basis for a period of six (6) consecutive  months by reason of illness
or other  physical  or  mental  disability,  Bancorp  shall  have  the  right to
terminate Executive's employment under this Agreement by giving Executive thirty
(30) days written notice  thereof.  If Executive's  employment is so terminated,
Executive  shall be paid any  salary  and  benefits  to which  Executive  may be
entitled under this  Agreement  until the end of the payroll period in which the
date of  termination  occurs,  and  thereafter,  Bancorp  shall  have no further
obligation  for  additional  compensation  and benefits to Executive  under this
Agreement,  and  Executive  shall be entitled to such  benefits,  if any, as are
provided under employee benefit plans in which Executive is a participant,  such
as disability and any other benefits regularly provided to disabled employees. A
condition of disability shall be determined by the Board of Directors of Bancorp
on the basis of competent  evidence.  A written opinion of a licensed  physician
certified  in his  field of  specialization  and  acceptable  to the  Board,  or
Executive's receipt of or entitlement to disability benefits under any insurance
policy or employee benefit plan provided or made available to Executive or under
Federal Social Security law, shall be conclusive evidence of disability.

                  (b)  Death:  In the event of Executive's death during the Term
of  this   Agreement,  Executive's   estate,  legal   representatives  or  named
beneficiaries (as directed

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by Executive in writing) shall be paid compensation at the rate in effect at the
time  of  Executive's  death  for a  period  of one  month  after  the  date  of
Executive's death.

                  (c)  Resignation  By  Executive:   If  Executive   resigns  or
voluntarily leaves the employ of Bancorp, other than under circumstances treated
as  resignation  for good reason,  then the  obligations of Bancorp to Executive
shall terminate,  except for the obligation to pay any accrued and unpaid salary
as of the date of such resignation. Executive shall be liable to Bancorp and its
Subsidiaries  for  any  damages  suffered  by them as a  result  of  Executive's
resignation.

                  (d)  Termination For Cause:  The Board of Directors of Bancorp
may, in  its  sole  discretion,   terminate   Executive's  employment  upon  the
occurrence of any of the following:

                       (1)  Continued  and  willful  neglect  by   Executive  of
Executive's duties for or on behalf of Bancorp or any of its Subsidiaries;

                       (2)  Continued and willful devotion by Executive of less
than full time  and  attention  during  normal business hours to the business of
Bancorp or any of its Subsidiaries;

                       (3)  Willful  misconduct  of Executive in connection with
the performance of any of Executive's duties,  including, by way of example, but
not  limitation,  misappropriation  of  funds  or  property  of  Bancorp  or its
Subsidiaries or a Subsidiary's depositors or borrowers,  securing or  attempting
to secure personally any

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profit in connection with any  transaction  entered into on behalf of Bancorp or
its  Subsidiaries,  or willful  violation of any code of conduct or standards of
ethics applicable to employees of Bancorp;

                       (4)  Conduct by Executive which  results  in  Executive's
suspension and/or temporary  prohibition or removal and/or permanent prohibition
from participation in the conduct of the affairs of a Subsidiary pursuant to the
rules and  regulations  of the primary  federal or state banking agency for such
Subsidiary  or any other  federal  or state  banking  agency  having  regulatory
jurisdiction over such Subsidiary;

                       (5)  Conviction   of   Executive   of  a  felony  or  any
misdemeanor involving moral turpitude;

                       (6)  Willful  disloyalty  to  Bancorp,  such  as aiding a
competitor;

                       (7)  Continued and willful breach of  any  of Executive's
obligations under this Agreement;

                       (8)  The  issuance  of  a permanent injunction or similar
remedy against Executive preventing Executive from  executing  or performing all
or part of this Agreement; or

                       (9)  Executive's   personal   dishonesty,   incompetence,
willful misconduct,  breach  of  fiduciary  duty   involving   personal  profit,
intentional  failure  to  perform  stated  duties,  willful   violation  of  any
law,  rule or regulation (other than traffic

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violations or similar  offenses) or final  cease-and-desist  order,  or material
breach of any provisions of this Agreement,  within the meaning of the rules and
regulations of the primary  federal or state banking agency for such  Subsidiary
or any other federal or state banking agency having regulatory jurisdiction over
such Subsidiary.

                       If  Executive's  employment  is  terminated  for cause or
Bancorp has cause for termination and Executive voluntarily  resigns,  Executive
shall  not  be  entitled  to  any  further  compensation or  benefits under this
Agreement;  except that nothing in this Section 7 is intended to have any effect
on any rights that are vested.

                       Notwithstanding  anything  herein  to  the  contrary, (i)
except as "incompetence"  may be otherwise  defined by the rules and regulations
of the primary  federal  or state  banking  agency for each bank  Subsidiary for
which Executive  provides services or any other federal or state banking  agency
having  regulatory  jurisdiction  over  each  such  Subsidiary,  no  actions  or
inactions  taken  by  Executive  shall  be considered "incompetence" unless such
actions  or  inactions  evidence  willful or reckless  disregard  of the written
policies  of  Bancorp  or  each  bank  Subsidiary for which  Executive  performs
services  or  the safety and soundness  standards  customarily  observed  in the
banking  industry;  and (ii) except as "willful" may be otherwise defined by the
rules and regulations of  the primary  federal or state banking  agency for each
such  Subsidiary or any other federal or state banking agency having  regulatory
jurisdiction   over  each  such  Subsidiary,  (x)  no  act  or failure to act on
Executive's part shall be considered "willful"

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unless  done,  or  omitted to be done,  by  Executive  in bad faith and  without
reasonable  belief that Executive's  action or omission was in the best interest
of Bancorp and/or each bank  Subsidiary for which Executive  performs  services,
and (y) no failure to act on Executive's  part shall be considered  "willful" if
such  failure is a result of a  condition  of  disability  within the meaning of
Section 7(a) of this  Agreement;  and (iii) (x) Executive shall not be deemed to
have been  terminated for cause unless and until there shall have been delivered
to Executive a notice of termination  from Bancorp (after  reasonable  notice to
Executive and an opportunity for Executive,  together with Executive's  counsel,
to be heard before  Bancorp's  Board of Directors)  accompanied  by a resolution
duly adopted by a majority of the  directors  (other than  Executive) of Bancorp
then in office, finding that, in the good faith opinion of such directors, cause
(as set forth in Section  7(d)  above)  exists and  specifying  the  particulars
thereof  in  detail,  and (y)  nothing  in such  notice  or such  resolution  or
specifications  shall be used by  Executive as grounds for any claim (A) against
any  director  who acts in good faith in  connection  therewith  or (B)  against
Bancorp unless one or more of the directors voting for such resolution has acted
in bad  faith  in  connection  therewith  (but  nothing  herein  shall  preclude
Executive  from  contesting any allegation or finding that cause existed or from
pursuing any available remedy against Bancorp for breach of this Agreement).

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                  (e)  Termination  Without  Cause:  The Board of  Directors  of
Bancorp may, in its sole discretion, terminate Executive's employment under this
Agreement without cause at any time in any lawful manner by not less than thirty
(30)  days  written  notice  to  Executive.  In the  event of such  termination,
Executive  shall continue to be paid,  during the twelve (12) months that follow
such  termination,  the base salary and  benefits  (excluding,  however,  future
participation  in any bonus or other incentive plans) that Executive is entitled
to receive as of the date  Executive is terminated  without  cause;  except that
nothing in this Section shall affect  Executive's  rights to receive any benefit
which has been earned but not paid with respect to Executive's performance prior
to the date of such  termination.  The salary  and  benefits  described  in this
Section  7(e) will be due  Executive  regardless  of any  subsequent  employment
attained by Executive which is not in violation of this Agreement.

                       Notwithstanding the  foregoing provisions of this Section
7(e), Bancorp  shall  not  terminate  Executive's  employment without cause (nor
shall any decision  previously made to terminate Executive's  employment without
cause be effective)  nor shall  Bancorp,  without  cause,  fail  to  renew  this
Agreement  pursuant  to  Section  3  during  any period of time when Bancorp has
knowledge  that any person, entity or concern, whether acting independently,  as
part of a group or in  concert  with any other  person, entity  or concern,  has
taken  steps reasonably  calculated  to  effect  a  Change of Control of Bancorp
until,  in the opinion of the Board of Directors of

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Bancorp, such person, entity or concern has abandoned or terminated such efforts
to effect a Change of  Control.  Any good  faith  determination  by the Board of
Directors of Bancorp that any such  person,  concern or entity has  abandoned or
terminated  such efforts to effect a Change of Control shall be  conclusive  and
binding on  Executive.  Such  determination  shall be promptly  communicated  to
Executive in writing by the Secretary of Bancorp.

                  (f)  Resignation For Good Reason:

                       (1)  Executive  may  resign  for  good  reason  upon  the
occurrence of any of the following conditions:

                            a.  Without  Executive's  express  written  consent,
Bancorp requires Executive  to render services other than in a senior management
or  executive  capacity  or  to  render  services  other than the type for which
Executive is suited by background and training;

                            b.  A  material  reduction by Bancorp of Executive's
Base Salary,  as the same may be  increased  from  time to time,  except in line
with decreases in compensation applicable to all senior management  or executive
officers of Bancorp;

                            c.  Failure  of  Bancorp  to renew this Agreement as
provided in Section 3 hereof; or

                            d.  A Change of Control.

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                       (2)  Resignation  for  good   reason  shall  be  effected
by delivering to  Bancorp,  within  twelve  (12)  months  after  the  occurrence
of one of the conditions  described  above, a  written notice  specifying a date
for termination of  employment which is not less than 30 days  after the date of
the  notice or more than 90 days after the date of  the notice. The notice shall
also state that Executive is resigning for good reason  as  contemplated by this
Section  7(f)  and  shall  set  forth  in   reasonable   detail  the  facts  and
circumstances  claimed  to  provide  a  basis  for  resignation for  good reason
hereunder.

                       (3)  If  Executive  resigns  for  good reason at any time
after the date of this  Agreement (other  than  a  resignation  for  good reason
within 12 months after a Change of Control),  then  Executive  shall continue to
be paid, during  the  twelve (12) months that follow such resignation,  the base
salary and benefits  (excluding,  however,  future  participation  in any  bonus
or  other incentive plans) that Executive  is entitled to receive as of the date
of the notice announcing Executive's  resignation;  except  that nothing in this
Section 7(f) shall  affect  Executive's  rights  to receive  any  benefit  which
has been earned but not paid with respect to  Executive's  performance  prior to
the date of termination.  The salary and benefits described in this Section 7(f)
will  be  due  Executive  regardless  of  any  subsequent employment attained by
Executive which is not in violation of this Agreement.

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         8.       CHANGE OF CONTROL:

                  (a)  Notwithstanding  the  provisions  of  Section  7 of  this
Agreement, if during the Term of this Agreement either Executive's employment is
terminated  without cause or Executive  resigns for good reason, in either case,
within 12 months  after a Change of Control  of  Bancorp,  Bancorp  shall pay to
Executive,  in lieu of the compensation specified in Sections 7(e) and 7(f), the
Severance Payment (subject to any applicable  payroll or other taxes required to
be withheld).  The Severance Payment shall be paid in cash (except to the extent
that  Executive and Bancorp  agree that it shall be paid in other  property) and
shall be paid in one lump sum on or before  Executive's  last day of employment;
except that,  at the option of  Executive,  any cash amount  required to be paid
hereby shall be paid by Bancorp in consecutive  equal monthly  installments over
the six (6) months following the month in which termination  occurs,  payable on
the first day of each such month.  As provided in Section 10 of this  Agreement,
the Severance  Payment described in this Section 8 is subject to the limitations
set forth in Section 280G of the Code and the regulations thereunder.

                  (b)  Notwithstanding  Section 8(a), on or before the date of a
Change  of  Control,  Bancorp  may  notify  Executive  of its  desire  to retain
Executive's  services during a Transition  Period and its commitment to continue
Executive during the Transition  Period as an employee of Bancorp,  a Subsidiary
or a successor  thereto without reduction of his current Base Salary and without
requiring his relocation to an

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office  outside the Hampton Roads  metropolitan  statistical  area that includes
Bancorp's  current  headquarters  at Main Street  Tower,  300 East Main  Street,
Norfolk,  VA 23510. In the event of such a notice and commitment,  the Severance
Payment shall be payable in accordance  with the terms and conditions of Section
8(a) but only if Executive does not resign his  employment  prior to the earlier
of (1) the end of the  Transition  Period,  or (2) any  breach by Bancorp of the
commitment set forth in the preceding sentence.

                  (c)  For purposes of this Agreement, a Change of Control shall
be deemed to have occurred upon the occurrence of any of the following:

                       (1)  The  acquisition  by  any  "person"  or  "group" (as
defined  in  or  pursuant  to  Sections  13(d) and 14(d) of  the  Exchange  Act)
(other  than  Bancorp,  any  Subsidiary  or any Bancorp or Subsidiary's employee
benefit plan), directly or indirectly,  as  "beneficial  owner" (as  defined  in
Rule 13d-3 under the Exchange Act) of securities of Bancorp  representing twenty
percent (20%) or more of either  the  then  outstanding  shares or  the combined
voting  power  of the then outstanding  securities of Bancorp, but excluding for
this  purpose  any  such  acquisition  by any corporation with respect to which,
following the acquisition, the outstanding  common stock of Bancorp  immediately
prior thereto continues to represent (either  by remaining  outstanding or being
converted into common stock of the  surviving  entity  or a parent or  affiliate
thereof)  more  than  fifty  percent (50%)  of  the  outstanding common stock of

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Bancorp  or  such  surviving entity or a parent or affiliate thereof outstanding
immediately after the acquisition;

                       (2)  Either  a  majority  of  the  directors  of  Bancorp
elected  at  Bancorp's annual stockholders meeting shall have been nominated for
election other than  by  or  at  the direction of the  "incumbent  directors" of
Bancorp,  or the "incumbent  directors" shall  cease to constitute a majority of
the  directors  of  Bancorp.  The  term  "incumbent  director"  shall  mean  any
director who was a director of Bancorp on the date hereof and any individual who
becomes a director of Bancorp  subsequent  to the date hereof and who is elected
or nominated by or at the direction of at least two-thirds of the then incumbent
directors;

                       (3)  The  shareholders  of  Bancorp approve (x) a merger,
consolidation  or other business  combination of Bancorp with any other "person"
or "group" (as  defined in or  pursuant to Sections  13(d) and 14(d) of the 1934
Act) or  affiliate  thereof,  other  than a merger or  consolidation  that would
result in the  outstanding  common stock of Bancorp  immediately  prior  thereto
continuing to represent  (either by remaining  outstanding or by being converted
into common stock of the surviving entity or a parent or affiliate thereof) more
than fifty  percent  (50%) of the  outstanding  common  stock of Bancorp or such
surviving entity or a parent or affiliate thereof outstanding  immediately after
such merger, consolidation or other business

                                     - 19 -

<PAGE>

combination, or (y) a  plan  of  complete liquidation of Bancorp or an agreement
for the sale or disposition by Bancorp of  all or substantially all of Bancorp's
assets; or

                       (4)  Any other event or circumstance which is not covered
by  the  foregoing  subsections  but  which  the  Board  of Directors of Bancorp
determines to affect  control of  Bancorp  and with  respect  to which the Board
of  Directors adopts a  resolution  that the  event or circumstance  constitutes
a Change of Control for purposes of this Agreement.

                  (d)  The date of a Change of Control under  Section 8(c) above
is the date on which an event  described  in Section  8(c) (1),  (2), (3) or (4)
above occurs.
                  (e)  If  Executive  collects any part or all of the  Severance
Payment  provided  under  this  Section 8 by or  through  a lawyer  or  lawyers,
following a Change of Control and a dispute with Bancorp  regarding the terms of
this Section 8 and any related provision of this Agreement, Bancorp will pay all
costs of any such collection or enforcement, including reasonable legal fees and
other out of pocket  expenses  incurred by the Executive,  up to that point when
Bancorp  offered to settle the  dispute  for an amount  equal to the amount that
Executive is entitled to recover.

                  (f)  The  payments  described  in this  Section  8 will be due
Executive regardless of any subsequent employment obtained by Executive.

                                     - 20 -

<PAGE>

         9.       NONCOMPETITION: NONDISCLOSURE:

                  (a)  Except as  otherwise  provided  in  Section  9(c)  below,
Executive  shall  not,  for a period of twelve  (12)  months  after  Executive's
employment under this Agreement has terminated,  directly or indirectly, whether
or not receiving  compensation  therefor,  either as principal,  agent, manager,
employee,  partner,  shareholder,  director,  officer,  consultant or otherwise,
become  employed by, or manage or perform  services for any business  operation,
whether  financially or in any other capacity,  if such business operation has a
location  within a fifty (50) mile  radius of the  headquarters  of Bancorp  and
competes with Bancorp or any Subsidiary. In addition,  Executive will not, for a
period of twelve (12) months after  Executive's  employment under this Agreement
has  terminated,  (i) in any way induce or attempt  to induce  any  employee  of
Bancorp or any Subsidiary to leave such employee's  position with Bancorp or any
Subsidiary  to  become  associated  with a  business  competing  in any way with
Bancorp or any  Subsidiary;  or (ii) induce or attempt to induce any customer of
Bancorp or any Subsidiary of either to cease  transacting  business with Bancorp
or any Subsidiary or transfer any part of such customer's  business to any other
depository institution.

                  (b)  During the Term of this Agreement and for a period of two
(2)  years  following  the  termination  of  Executive's  employment  hereunder,
Executive shall hold in a fiduciary  capacity for the benefit of Bancorp and its
Subsidiaries all secret or

                                     - 21 -

<PAGE>

confidential  information,  knowledge  or  data  relating  to  Bancorp  and  its
Subsidiaries and their respective businesses,  which shall have been obtained by
Executive during Executive's  employment by Bancorp and any Subsidiary and which
shall not be or become  public  knowledge  (other than by acts by  Executive  or
representatives  of Executive in violation of this  Agreement).  For a period of
two (2) years after  termination of Executive's  employment  with Bancorp or any
Subsidiary,  Executive  shall not,  without the prior written consent of Bancorp
and such  Subsidiary  or as may  otherwise be required by law or legal  process,
communicate or divulge any such  information,  knowledge or data to anyone other
than Bancorp and any such Subsidiary and those designated by them.

                  (c)  The  provisions contained in Sections 9(a) and 9(b) above
shall  not apply and shall  have no force  and  effect at any time  following  a
Change of Control. During any period in which the provisions of Section 9(a) are
effective,  those  provisions  shall not  preclude  Executive  from  holding any
publicly traded stock provided  Executive does not acquire any stock interest in
any one company in excess of ten percent (10%) of the  outstanding  voting stock
of that company.

                  (d)  Except as provided in Section 9(c) above, Executive shall
be deemed to be in  violation  of the  provisions  of Section 9(a) if during the
period and within the geographic  radius described  therein,  he (i) is employed
by, manages, or performs services for a bank or company that engages in business
or performs services

                                     - 22 -

<PAGE>

similar  to the  business  conducted  or  services  performed  by Bancorp or any
Subsidiary at the time Executive's  employment  ceases;  (ii) otherwise performs
work of a similar  nature to that  performed  by  Executive  during  Executive's
employment  with Bancorp or any  Subsidiary  for any business that competes with
Bancorp or any  Subsidiary;  (iii) solicits or accepts,  other than on behalf of
Bancorp or a Subsidiary,  any competitive business from any customers of Bancorp
or a  Subsidiary  or requests or advises any customer of Bancorp or a Subsidiary
to  withdraw,  curtail,  or  cancel  Executive's  business  with  Bancorp  or  a
Subsidiary.

                  (e)  The parties agree that the restrictions contained in this
Section 9 are  reasonable  and fair.  If Executive  competes in violation of the
terms of this  Section 9, the parties  agree that  Bancorp  will be  irreparably
harmed without an adequate remedy at law.  Accordingly,  Executive  acknowledges
that if he breaches or  threatens  to breach any  provision  of this  Section 9,
Bancorp shall be entitled to an  injunction,  both  preliminary  and  permanent,
restraining Executive from such breach or threatened breach, but such injunctive
relief  shall not preclude  Bancorp  from  pursuing all other legal or equitable
remedies arising out of such a breach.

                  (f)  The parties have attempted to limit Executive's  right to
compete  only to the extent  necessary to protect  Bancorp and its  Subsidiaries
from unfair competition. The parties recognize,  however, that reasonable people
may differ in making such a  determination.  Consequently,  the  parties  hereby
agree that, if the scope

                                     - 23 -

<PAGE>

or  enforceability  of a restrictive  covenant set forth in this Section 9 is in
any way  disputed  at any time,  a court or other  trier of fact may  modify and
reform  such  provision  to  substitute  such other terms as are  reasonable  to
protect the legitimate business interests of Bancorp and its Subsidiaries.

         10.      LIMITATION OF BENEFITS:

                  (a)  It  is  the  intention  of the parties that no payment be
made  or  benefit  provided  to  Executive  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 Bancorp and/or a Subsidiary or the  imposition  of an excise tax on Executive
under  Section  4999  of  the  Code.  If  the independent accountants serving as
auditors for  Bancorp  immediately  prior  to  the  date  of a Change of Control
determine  that  some  or  all  of the payments or benefits scheduled under this
Agreement, when  combined  with  any  other  payments  or  benefits  provided to
Executive  by  Bancorp  upon  a change in  ownership  or  effective  control  of
Bancorp  or  its  assets,  would  constitute   nondeductible   excess  parachute
payments  by  Bancorp  and/or  a  Subsidiary  under  Section  280G of the  Code,
then  the  payments  or  benefits  scheduled   under  this   Agreement  will  be
reduced  to  one  dollar  less  than  the  maximum  amount  which may be paid or
provided  without  causing  any  such payments or benefits  scheduled under this
Agreement  or otherwise  provided  upon  a  change  in  ownership  or  effective
control  of  Bancorp  or  its assets to be nondeductible. The determination made

                                     - 24 -

<PAGE>

as  to  the  reduction  of  benefits  or  payments  required  hereunder  by  the
independent  accountants  shall be binding on the parties.  Executive shall have
the right to  designate  within a reasonable  period which  payments or benefits
scheduled  under this Agreement will be reduced;  except that if no direction is
received from  Executive,  Bancorp shall  implement  the  reductions  under this
Agreement in its discretion.

                  (b)  Notwithstanding  any other provision of this Agreement to
the  contrary,  any  payments  made by Bancorp or any  Subsidiary  to  Executive
pursuant to this  Agreement or  otherwise  are subject to and  conditioned  upon
their compliance with 12 U.S.C. Section 1828(b) and any regulations  promulgated
thereunder.

         11.      NOTICES:  For  the  purposes  of  this  Agreement,  notices or
other communications  provided for  in  this  Agreement  shall be in writing and
shall be deemed to have been duly given when hand delivered to the party to whom
directed or mailed by United States  certified mail,  return receipt  requested,
postage prepaid, addressed to such party at such party's address last  known  by
the  party  giving  such  notice.  Each party may, from time to time, and shall,
upon request of another party,  designate  an address to which notices should be
sent. Notices  of  change  of  address  shall  be  effective  only upon receipt.

         12.      MODIFICATION - WAIVERS - APPLICABLE LAW:  No   provisions   of
this  Agreement  may be  modified,  waived or  discharged  unless  such  waiver,
modification  or discharge is agreed to in writing,  signed by Executive  and on
behalf of

                                     - 25 -

<PAGE>

Bancorp  by such  officers  as may be  specifically  designated  by the Board of
Directors  of Bancorp.  No waiver of any breach,  condition or provision of this
Agreement by any party hereto at any time shall be deemed a waiver of similar or
dissimilar  provisions  or  conditions at the same or at any prior or subsequent
time. No agreements or representations,  oral or otherwise,  express or implied,
with respect to the subject  matter hereof have been made by any party which are
not  set  forth  expressly  in this  Agreement.  The  validity,  interpretation,
construction  and performance of this Agreement shall be governed by the laws of
the Commonwealth of Virginia.

         13.      INVALIDITY - ENFORCEABILITY: The  invalidity or enforceability
of  any   provision  of   this  Agreement  shall  not  affect  the  validity  or
enforceability of any other provision of this  Agreement,  which shall remain in
full force  and  effect.  Any provision in this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of  such prohibition or unenforceability without invalidating
or  affecting  the  remaining  provisions  hereof,  and  any such prohibition or
unenforceability   in   any   jurisdiction  shall   not   invalidate  or  render
unenforceable such provision in any other jurisdiction.

         14.      SUCCESSOR RIGHTS: This Agreement shall inure to the benefit of
and be enforceable by Executive's  personal or legal representatives, executors,
administrators,  successors,  heirs,  distributees,  devisees and legatees,  and
shall be binding upon Bancorp and any successor to Bancorp.  If Executive should
die while any

                                     - 26 -

<PAGE>

amounts would still be payable to Executive  hereunder all such amounts,  unless
otherwise  provided  herein,  shall be paid in accordance with the terms of this
Agreement to Executive's  devisee,  legatee or other designee or, if there is no
such designee, to Executive's estate.

         15.      COMPLIANCE WITH FEDERAL STATUTES AND REGULATIONS:

                  (a)  If Executive is suspended  and/or temporarily  prohibited
from participating in the conduct of the affairs of Bancorp or any Subsidiary by
a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance
Act  (12  U.S.C.  Section  1818(e)(3)  and  (g)(1)),  Bancorp's  obligations  to
Executive  under this  Agreement  pertaining to the applicable  bank  Subsidiary
shall be suspended as of the date of service of any such notice unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, Bancorp may
in its  discretion  (i) pay Executive all or part of the  compensation  withheld
while its obligations  under this Agreement were  suspended,  and (ii) reinstate
(in whole or in part) any of its obligations which were suspended.

                  (b)  If  Executive  is  removed  and/or permanently prohibited
from participating in the conduct of a bank  Subsidiary's  affairs by  an  order
issued under Section 8(e)(4) or (g)(1) of the Federal Deposit  Insurance Act (12
U.S.C. Section  1818(e)(4) or (g)(1)),  all obligations of  Bancorp  under  this
Agreement pertaining to the

                                     - 27 -

<PAGE>

applicable  bank  Subsidiary  shall  terminate as of the  effective  date of the
order, but vested rights of the parties hereto shall not be affected.

                  (c)  If a bank Subsidiary is in default (as defined in Section
3(x)(1) of the Federal Deposit Insurance Act 12 U.S.C. Section 1813(x)(1)),  all
obligations under this Agreement shall terminate as of the date of default,  but
this  paragraph  shall not affect any vested rights of the parties  hereto shall
not be affected.

                  (d)  All obligations under this Agreement pertaining to a bank
Subsidiary shall be terminated,  except to the extent that it is determined that
continuation  of the  contract is necessary  to the  continued  operation of the
applicable Subsidiary (i) by the appropriate federal banking agency, at the time
the Federal Deposit  Insurance  Corporation  enters into an agreement to provide
assistance  to or on behalf of the  applicable  Subsidiary  under the  authority
contained in Section 13(c) of the Federal Deposit  Insurance Act; or (ii) by the
appropriate  federal  banking  agency,  at  the  time  such  agency  approves  a
supervisory  merger to resolve  problems  related to operation of the applicable
Subsidiary or when the applicable  Subsidiary is determined by such agency to be
in an unsafe or unsound condition; but vested rights of the parties hereto shall
not be affected.

         16.      HEADINGS: Descriptive headings contained in this Agreement are
for convenience only and shall not control or affect the meaning or construction
of any provision hereof.

                                     - 28 -

<PAGE>

         17.      LEGAL  CONFLICT:  In the event of any  conflict between any of
the provisions of this Agreement and the  provisions of any  applicable statutes
or regulations,  as such  statutes or  regulations  are in effect as of the date
of this  Agreement,  the provisions of such statutes or regulations in effect as
of the date of this Agreement shall control.

         IN  WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first above written.

                                                EXECUTIVE:

                                                     /s/ Roger J. Lambert
                                                -------------------------------
                                                Roger J. Lambert


                                                CENIT BANCORP, INC.


                                                By:  /s/ Michael S. Ives
                                                -------------------------------

                                                   Its:  President
                                                   ---------------------------


                                    - 29 -