EXHIBIT 10.9 Payment and Release Agreement with B. L. Rakes


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                          PAYMENT AND RELEASE AGREEMENT
                         for benefits payable under the
                    DEFERRED COMPENSATION BENEFITS AGREEMENT
                           for B.L. Rakes, as amended

         This Payment and Release  Agreement (the  "Agreement")  is entered into
this 21st day of April,  1999, by and between  Southwest  Virginia Savings Bank,
FSB (the "Bank") and B.L. Rakes (the "Executive").

         WHEREAS,  the Executive is a participant  in the Deferred  Compensation
Benefits  Agreement for B.L.  Rakes,  as amended (the  "SERP"),  and has accrued
benefits under the SERP; and

         WHEREAS, the Bank has, coincident with the execution of this Agreement,
irrevocably   assigned  the  life  insurance   contract  between  the  Bank  and
New York  Life Ins. Co. ("Insurance  Company") on the life of the Executive (the
"Contract") to the Executive, with such assignment to be effective as of January
1, 2000 (the  "Payment") , in full  settlement of all sums due and payable under
the SERP  (which  Payment is  approximately  equal to the  present  value of the
payments  expected  to  be  made  to  the  Executive  under  the  SERP)  and  in
consideration  of the  covenants  and terms  contained in this  Agreement as set
forth herein and of the mutual benefits accruing to the Bank and the Executive.

         NOW,  THEREFORE,  in consideration of the covenants and terms contained
in this Agreement as set forth herein and of the mutual benefits accruing to the
Bank  and the  Executive  by the  terms  of this  Agreement,  the  Bank  and the
Executive agree as follows:

1.  Release of Claims.  Upon the  acceptance  of and in exchange for the Payment
made hereunder by the Bank,  the Executive  hereby agrees that he, or any person
acting by,  through  or on behalf of the  Executive,  releases  the Bank and any
future successor and all employees and agents of such entities, from any and all
rights and  claims the  Executive  has under the SERP  against  the Bank and any
other  corporation,  entity or person, and the Executive agrees that he will not
institute  any  action or  actions,  cause or  causes  of  action  (in law or in
equity),  suits,  debts, liens,  claims,  demands (known or unknown) in state or
federal court, or with any state,  federal, or local governmental agency arising
from or  attributable to settlement of claims under the SERP, or otherwise under
any  employment  practice  of the Bank,  its agents and all  persons  acting by,
through,  under or in concert with the Bank.  Nothing under this Agreement shall
be  construed  as  limiting  or waiving  the rights of the  Executive  under the
Financial Institutions Retirement Fund Pension Plan maintained by the Bank.




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2.  Transfer and  Assignment.  Effective as of January 1, 2000,  the Bank hereby
irrevocably transfers and assigns all of its rights and interest in the Contract
to the  Executive,  including,  but not limited to, the proceeds of the Contract
otherwise payable to the Bank upon the death of the Executive and any cash value
of the Contract as it exists as of January 1, 2000.

3.  Payment of  Premiums.  The Bank shall  continue  to pay the  premiums on the
Contract  for the period  June 30,  1999  through  December  31,  1999,  as such
premiums shall be due under the Contract.

4. Cash Payment. As of the date of transfer of the Contract to the Executive, on
January 1, 2000, the Bank shall pay to the Executive a cash payment equal to the
estimated  tax savings of the Bank  related to the tax  deduction to be taken by
the Bank related to the transfer of the Contract to the Executive.

5.  Arbitration.  Any  controversy  or claim  arising out of or relating to this
Agreement  shall be settled by arbitration in accordance  with the rules then in
effect of the district office of the American  Arbitration  Association  ("AAA")
nearest to Roanoke, Virginia and judgment upon the award rendered may be entered
in any court having jurisdiction thereof,  except to the extent that the parties
may otherwise reach a mutual settlement of such issue.

6. Complete Agreement.  This Agreement, and any attachments or exhibits appended
hereto,  shall  represent  the  complete  Agreement  between  the  Bank  and the
Executive  concerning  the  subject  matter  hereof  and  supersedes  all  prior
agreements  or  understandings,  written or oral. No attempted  modification  or
waiver of any of the  provisions  hereof shall be binding on either party unless
made in writing and signed by both the Executive and the Bank or any successor.

7.  Severability.  Each of the  sections  contained in this  Agreement  shall be
enforceable  independently  of every other  section in this  Agreement,  and the
invalidity or  nonenforceability  of any section shall not  invalidate or render
nonenforceable  any other section  contained herein. If any section or provision
in a section is found invalid or  unenforceable  it is the intent of the parties
that a court of competent jurisdiction shall reform the section or provisions to
produce its nearest enforceable economic equivalent.

8.  Applicable Law. It is the intention of the parties hereto that all questions
and  interpretations  with respect to the  construction  and performance of this
Agreement  and the  rights  and  liabilities  of the  parties  hereto  shall  be
determined  in  accordance  with the laws of the  Commonwealth  of Virginia with
respect to any matter arising out of this Agreement or pursuant thereto.

9. Further  Assurances.  The Bank and the Executive shall take all other actions
deemed necessary or appropriate to implement this Agreement,  including, but not
limited to execution of any documents required by the Insurance Company in order
to effectuate the assignment of the Contract.