**Exhibit 10.7**          

**SEVERANCE AGREEMENT**

       THIS SEVERANCE AGREEMENT  (the "Agreement") is made and entered into this 1st day ofApril 2000 by and between Community Bank (the "Bank"), and R. Jerry Giles (the"Employee").

       WHEREAS, the Bank has offered the Employee employment as the Bank's Senior VicePresident/Retail Banking; 	

       WHEREAS, the parties desire to enter into this Severance Agreement ("Agreement") setting forththe terms and conditions of the severance relationship which may arise under certain definedcircumstances between the Bank and the Employee at some future date;

       WHEREAS, the Board of Directors of the Bank believes it is in the best interests of the Bank toenter into this Agreement with the Employee in order to afford the Employee protection againsttermination of employment due to a change in control of the Bank.  The Board of Directors believessuch protection is necessary and appropriate to induce the Employee to remain in his position withthe Bank;

       WHEREAS, this Agreement is not intended to apply to the severance relationship between theBank and the Employee where no change in control of the Bank has occurred, which situation willcontinue to be governed by the Bank's employee manual;

       WHEREAS, this Agreement is not intended to apply to the employment relationship of the partieshereto;

       WHEREAS, the Board of Directors of the Bank has approved and authorized the execution ofthis Agreement with the Employee to take effect as stated in Paragraph 1 hereof and such approvalis set forth in the minutes of the meeting of the Board of Directors;

       NOW THEREFORE, in consideration of the foregoing and of the respective covenants andagreements of the parties herein, it is AGREED as follows:

       1.  Definitions.

       The term "Cause" shall mean the Employee's personal dishonesty, incompetence, willfulmisconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform statedduties, willful violation of any law, rule, or regulation (other than traffic violations or similaroffenses) or final cease-and desist order, or material breach of any provision of this Agreement.  Noact or failure to act by the Employee shall be considered willful unless the Employee acted or failedto act with an absence of good faith and without a reasonable belief that his action or failure to actwas in the best interest of the Company.

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       The term "Involuntary Termination" shall mean (i) termination of employment of theEmployee without Cause such that the Employee is no longer employed by the Bank or anyaffiliate thereof; (ii) a reduction in the amount of the Employee's base salary compared to theamount of Employee's base salary as of the date of this Agreement;  (iii) a material adversechange in the Employee's benefits, contingent benefits or vacation, other than as part of anoverall program applied uniformly and with equitable effect on all senior officers of theBank;  (iv) a requirement that the Employee perform services principally at a location morethan 50 miles from Staunton, Virginia; or (v) a material demotion of the Employee,including, but not limited to, a material diminution of the Employee's title, duties orresponsibilities.

       The term "change in Control" shall mean the acquisition of 25 percent or more of thevoting securities of the Bank or Holding Company, or the election or control, or ability toelect or control a majority of the Board of Directors of the Bank or Holding Company, by anyperson or persons acting as a group within the meaning of Section 13 (d) of the SecuritiesExchange Act of 1934, or to such acquisition of a percentage between 10 percent and 25percent if the Board of Directors of the Bank, or the Office of Thrift Supervision has madea determination that such acquisition constitutes or will constitute control of the Bank.

       The term  "person" refers to an individual, corporation, company or other entity.

       The term "Holding Company" shall mean any corporation which owns or controls 25%or more of the outstanding common stock of the Bank.

       2.  Change in Control.

       If there is a Change in Control of the Bank or of the Holding Company during the termof this Agreement, Employee shall be entitled to a severance payment in the event theEmployee suffers an Involuntary Termination in connection with or within 12 months afterthe Change in Control, unless such termination is for Cause.  The amount of such severancepayment shall equal Eighteen (18) months of Employee's then current salary.

       3.  Reduction of Compensation and Benefits.

       Notwithstanding any other provision of this Agreement, if amounts and the value ofbenefits under this Agreement, together with any other amounts and the value of benefitsreceived or to be received by the Employee in connection with a Change in Control wouldcause any amount to be nondeductible by the Bank or any of its affiliates for federal incometax purposes pursuant to or by reason of Section 280G of the Internal Revenue Code of 1986,as amended (the "Code"), then benefits under this Agreement shall be reduced (not less thanzero) to the extent necessary so as to maximize amounts and the value of benefits to theEmployee without causing any amount to become nondeductible by the Bank or any of itsaffiliates pursuant to or by reason of such Section 280G.  The Employee shall determine theallocation of such reduction among payments and benefits to the Employee.

       4.  Notice of Involuntary Termination.

       In the event that the Employee determines in good faith that he has experienced anInvoluntary Termination, the Employee shall send a written notice to the Bank stating thecircumstances that constitute such Involuntary Termination and the date of such InvoluntaryTermination.

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       5.  Term of this Agreement.

       The term of this Agreement shall be for a period of 12 months from the date of thisAgreement written above.

       6.  Attorneys Fees.

       In the event the Bank or any subsidiary thereof purports to terminate the employment ofthe Employee for Cause, but it is determined by a court of competent jurisdiction or by anarbitrator pursuant to Section 15 of this Agreement that Cause did not exist for suchtermination, or if in any event it is determined by any such court or arbitrator that the Bankhas failed to make timely payment of any amounts owed to the Employee under thisAgreement, the Employee shall be entitled to reimbursement for all reasonable costs,including attorneys' fees, incurred in challenging such termination or collecting suchamounts.  Such reimbursement shall be in addition to all rights to which the Employee isotherwise entitled under this Agreement.

       7.  Successors and Assigns.

       This Agreement is personal to each of the parties hereto, and neither party may assign ordelegate any of its rights or obligations hereunder without first obtaining the written consentof the other party; provided, however, that the Bank shall require any successor or assign(whether direct or indirect, by purchase, merger, consolidation or otherwise) by anassumption agreement in form and substance satisfactory to the Employee, to expresslyassume and agree to perform this Agreement in the same manner and to the same extent thatthe Bank, as applicable, would be required to perform it if no such succession or assignmenthad taken place.  Failure of the Bank to obtain such an assumption agreement prior to theeffectiveness of any such succession or assignment shall be a breach of this Agreement andshall entitle the Employee to compensation and benefits from the Bank pursuant to Section2 of this Agreement as if Involuntary Termination had occurred.  For purposes ofimplementing the provisions of this Section 7, the date on which any such successionbecomes effective shall be deemed the date of Involuntary Termination.

       This Agreement and all rights of the Employee hereunder shall inure to the benefit of andbe enforceable by the Employee's personal and legal representatives, executors,administrators, successors, heirs, distributees, devisees and legatees.

       8.  Regulatory Provisions.

            (1)   Temporary Suspension or Prohibition.  If the Employee is suspended and/ortemporarily prohibited from participating in the conduct of the Bank's affairs by a noticeserved under Section 8  (e) (3) or   (g) (1) of the Federal Deposit Insurance Act (the "FDIA"),12 U.S.C.  §  1818 (e) (3) and (g) (1), the Company's and the Bank's obligations under thisAgreement shall be suspended as of the date of service, unless stayed by appropriateproceedings.  If the charges in the notice are dismissed, the Bank may in its discretion (i) paythe Employee all or part of the compensation withheld while its obligations under thisAgreement were suspended and (ii) reinstate in whole or in part any of its obligations whichwere suspended.

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            (2)   Permanent Suspension or Prohibition.  If the Employee is removed and/orpermanently prohibited from participating in the conduct of the Bank's affairs by an orderissued under Section 8 (e) (4) or (g) (1) of the FDIA, 12 U.S.C. § 1818 (e) (4) and (g) (1), allobligations of the Company and the Bank under this Agreement shall terminate as of theeffective date of the order, but vested rights of the contracting parties shall not be affected.

            (3)   Default of the Bank.  If the Bank is in default (as defined in Section 3 (x) (1) ofthe FDIA), all obligations under this Agreement shall terminate as of the date of default, butthis provision shall not affect any vested rights of the contracting parties.

            (4)   Termination by Regulators.  All obligations under this Agreement shall beterminated, except to the extent determined that continuation of this Agreement is necessaryfor the continued operation of the Bank:  (i) by the Director of the Office of ThriftSupervision (the "Director") or his or her designee, at the time the Federal Deposit InsuranceCorporation or the Resolution Trust Corporation enters into an agreement to provideassistance to or on behalf of the Bank under the authority contained in Section 12 (c) of theFDIA; or (ii) by the Director of his or her designee, at the time the Director or his or herdesignee approves a supervisory merger to resolve problems related to operation of the Bankor when the Bank is determined by the Director to be in an unsafe or unsound condition.Any rights of the parties that have already vested, however, shall not be affected by any suchaction.

            (5)   Prohibited Payments.  Any payments made to the Employee pursuant to thisAgreement, or otherwise, are subject to and conditioned upon their compliance with 12U.S.C. 1828 (k) and any regulations promulgated thereunder.

       9.   Notices.

       For the purposes of this Agreement, notices and all other communications provided forin this Agreement shall be in writing and shall be deemed to have been duly given whenpersonally delivered or sent by certified mail, return receipt requested, postage prepaid, tothe Bank's Chairman of the Board, or, if to the Employee, to such home or other address asthe Employee has most recently provided in writing to the Bank.

       10.   Amendments.

       No amendments or additions to this Agreement shall be binding unless in writing andsigned by both parties.

       11.   Headings.

       The headings used in this Agreement are included solely for convenience and shall notaffect, or be used in connection with, the interpretation of this Agreement.

       12.   Severability.

       The provisions of this Agreement shall be deemed severable and the invalidity orunenforceability of any provision shall not affect the validity or enforceability of the otherprovisions hereof.

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       13.   Governing Law.

       This Agreement shall be governed the laws of the State of Virginia.

       14.   Arbitration.

       Any dispute or controversy arising under or in connection with this Agreement, includingbut not limited to whether the Employee was properly terminated for Cause, shall be settledexclusively by arbitration in accordance with the rules of the American ArbitrationAssociation then in effect.  Judgment may be entered on the arbitrator's award in any courthaving jurisdiction.

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

       THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICHMAY BE ENFORCED BY THE PARTIES.

| COMMUNITY BANK/s/ P. Douglas RichardP. Douglas RichardPresident and CEOEMPLOYEE/s/ R. Jerry GilesR. Jerry Giles6NEXT PAGE
AMENDMENT TO |
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