STANDSTILL AGREEMENT

     THIS  AGREEMENT,  dated  this 10th day of  February  1999  (the  "Effective
Date"), by and between SWVA Bancshares, Inc. ("SWVA"), Mr. Richard J. Nelson and
LaSalle Capital Management,  Inc.  (collectively,  the "Group;" individually,  a
"Group Member").

                                    RECITALS

     WHEREAS, SWVA incurred,  and is expected to continue to incur,  significant
costs and expenses in connection with the activities of the Group that relate to
ownership by the Group of shares of common stock of SWVA; and

     WHEREAS,  the Group has  incurred,  and is  expected  to continue to incur,
significant  costs  and  expenses  in  connection  with its  ongoing  activities
concerning  its  ownership of a  significant  percentage  of the common stock of
SWVA; and

     WHEREAS,  the Group, in exchange for the  consideration to be received from
SWVA,  is  willing  to enter  into this  Agreement;  and SWVA and the Group have
agreed that it is in their  mutual  interests  to enter into this  Agreement  as
hereinafter described.

     NOW THEREFORE,  in consideration  of the Recitals and the  representations,
warranties,  covenants  and  agreements  contained  herein  and  other  good and
valuable consideration, the parties hereto mutually agree as follows:

                                  I. COVENANTS

     1.   Through  February 9, 2011,  the Group shall not directly or indirectly
purchase or act in concert with any affiliate, group or other person to purchase
or vote any shares of common stock of SWVA.

     2.   Through  February 9, 2011,  the Group shall not directly or indirectly
participate  or act in  concert  with any  affiliate,  group or other  person to
participate,  by encouragement  or otherwise,  in any solicitation of proxies or
any other activity concerning SWVA.

     3.   Through  February 9, 2011,  the Group shall not directly or indirectly
influence or attempt to influence  any person  concerning  an  investment in the
common stock of SWVA.

     4.   The Group shall not  provide,  nor shall a Group Member act in concert
with any person to provide,  any funds,  services or facilities to any person in
support  of any  activity  by such  person  that would be a  violation  of their
covenants  under the provisions of paragraphs 1 through 3 above if undertaken by
any of them.

                                 II. AGREEMENTS

         Simultaneously with the execution and delivery of this Agreement,  SWVA
shall pay to Everen Securities $477,750 in cash representing payment in full for
28,000  shares of common stock of SWVA  beneficially  owned by Richard J. Nelson
and Richard J. Nelson shall deliver a  certificate  or  certificates  evidencing
these 28,000 shares to SWVA.  Mr. Nelson agrees to pay any taxes and broker fees
or commissions arising from this transfer.


<PAGE>

                       III. REPRESENTATIONS AND WARRANTIES

     1.   The Group Members represent and warrant to SWVA that Richard J. Nelson
is the  beneficial  owner  of  28,000  shares  of  common  stock  of  SWVA,  all
beneficially  owned free and clear of all liens,  claims and encumbrances of any
kind,  which is the entire number of shares of common stock of SWVA in which the
Group has a beneficial  ownership  and none of the Group  Members has a right to
vote any other shares of the common stock of SWVA.

     2.   The Group Members represent and warrant to SWVA that the Group Members
have full and complete  authority to enter into this  Agreement  and to sell the
entire  number  of  shares  of the  capital  stock of SWVA in which  they have a
beneficial ownership interest and this Agreement constitutes a valid and binding
agreement of the Group and each Group Member.

     3.   SWVA  hereby  represents  and  warrants to the Group and to each Group
member  that SWVA has full power and  authority  to enter into and  perform  its
obligations  under  this  Agreement,  and the  execution  and  delivery  of this
Agreement by SWVA regarding the  consummation of the  transactions  contemplated
hereby has been duly  authorized  by the Board of Directors of SWVA and requires
no other Board of Directors or stockholder action. This Agreement  constitutes a
valid and binding obligation of SWVA.

                                   IV. GENERAL

     1.   This Agreement shall remain in effect until February 10, 2011.

     2.   Virginia  law shall govern the  construction  and  enforceability  of
this Agreement.  Any and all actions  concerning any dispute  arising  hereunder
shall be filed and  maintained  in a state or  federal  court,  as  appropriate,
sitting in the Commonwealth of Virginia.

     3.   All representations, warranties, covenants and agreements made  herein
shall survive the execution and delivery of this Agreement.

     4.   This  Agreement may  be executed in counterparts,  each of which shall
be an original,  but each of which  together  shall  constitute one and the same
agreement.

     5.   Each  party  agrees to  execute any and all  documents,  and to do and
perform any and all acts and things necessary or proper to effectuate or further
evidence the terms and provisions of this Agreement.


SWVA Bancshares, Inc.
by: /s/ B. L. Rakes, President
    --------------------------
/s/ Richard J. Nelson
---------------------
LaSalle Capital Management, Inc.
by: /s/ Richard J. Nelson, President
    --------------------------------