DEFERRED COMPENSATION BENEFITS AGREEMENT

THIS AMENDED DEFERRED COMPENSATION BENEFITS AGREEMENT entered into this 14th day
of  September,  1998,  by and between  SOUTHWEST  VIRGINIA  SAVINGS  BANK,  FSB,
(hereinafter  referred to as the "savings  bank") and B. L. Rakes, of the County
of Roanoke in the  Commonwealth  of  Virginia  (hereinafter  referred  to as the
"Employee").

                              W I T N E S S E T H :
                              ---------------------

WHEREAS  SOUTHWEST  VIRGINIA  SAVINGS  BANK,  FSB AND B. L. RAKES entered into a
Deferred  Compensation  Benefits Agreement on 27th May, 1988: and that agreement
was amended on 19th day of May, 1993; and

WHEREAS the parties hereto have mutually agreed to certain amendments:

NOW, THEREFORE,  in consideration of the mutual covenants hereinafter set forth,
the parties hereto agree as follows:

1.   Promise to Pay
     --------------

     In addition to the benefits available under the Employees'  Retirement Plan
     of  Southwest  Virginia  Savings  Bank,  FSB,  as the  same has been or may
     hereafter be amended or restated,  or any  successor  thereto  (hereinafter
     referred  to as  the  "Qualified  Plan"),  and  notwithstanding  any  other
     agreements  between the  parties,  the savings  bank hereby  establishes  a
     non-qualified plan to provide  supplemental  retirement benefits commencing
     the first month after the Employee  retires,  dies or otherwise  terminates
     his  employment  due to disability or change of control or ownership of the
     savings bank,  whichever  occurs first,  and continuing as hereinafter  set
     forth.

2.   Retirement Date
     ---------------

     The Normal  Retirement  Date of the Employee  shall be the first day of the
     month  coinciding  with or next  following  the date on which the  Employee
     attains the age of sixty-five (65). However, the Employee may elect to take
     an early retirement. The Early Retirement Date of the Employee shall be the
     first day of the month  coinciding with or next following the date on which
     the Employee attains the age of fifty-five (55) and completes  fifteen (15)
     years of service with the savings bank.  Furthermore,  the Employee, at the
     request of the savings bank, may remain in the active employ of the savings
     bank after his Normal  Retirement  Date for such  period or periods as from
     time to time shall be mutually  agreed upon. In the event that the Employee
     continues his employment with the savings bank beyond his Normal Retirement
     Date,  his  Delayed  Retirement  Date  shall be the  first day of the month
     coinciding with or next following the actual date the Employee retires from
     the employment of the savings bank.

3.   Supplemental Retirement Benefit
     -------------------------------

     On his Normal  Retirement Date or Early  Retirement Date the employee shall
     be entitled to receive in monthly  installments for two hundred forty (240)
     months a Supplemental  Retirement Benefit determined according to whichever
     shall be applicable of subparagraphs (a), (b) or (c) hereof.

     (a)  If the Employee has remained continuously in the employ of the savings
          bank until his Normal  Retirement  Date, the  Supplemental  Retirement
          Benefit to which he will be  entitled  pursuant  to this  Paragraph  3
          shall be an amount equal to (1) minus (2) where

          (1)  is the "Basic Floor  Benefit"  equal to 75% of the high five-year
               average salary as defined in the Qualified Plan; and where

          (2)  is  an  "adjusted   Pension   Benefit"  which  is  the  actuarial
               equivalent of the normal form of benefit under the Qualified Plan
               payable in the form of a life annuity in monthly  installments to
               the Employee  with a provision  that if the  Employee  should die
               after the commencement of the monthly installments but before two
               hundred forty (240)  installments  have fallen due, the remainder
               of such two hundred  forty (240)  monthly  installments  would be
               paid to the Employee's beneficiaries.

The Supplemental  Retirement Benefit  determined  according to the terms of this
subparagraph 3 (a) shall be payable to the Employee

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<PAGE>
in  the  form  of  monthly  installments  commencing  on the  Employee's  Normal
Retirement  Date and  continuing  throughout  two hundred  forty  (240)  months;
provided however that in the event

          (1)  the Employee dies; and
          (2)  the payment of monthly installments have theretofore commenced to
               the   Employee;   and  
          (3)  two hundred forty (240) monthly installments have not fallen due;
               then

the monthly  installments shall be paid to the Employee's  beneficiaries for the
balance  of the period  until the  remainder  of such two  hundred  forty  (240)
monthly installments have been paid.

     (b)  If the Employee elects to take an early  retirement,  the Supplemental
          Retirement Benefit to which the Employee shall be entitled pursuant to
          this  Paragraph  3 shall  be his  Accrued  Benefit  as of  this  Early
          Retirement Date.

          (1)  Year means the Plan Year of the Qualified  Plan, for the purposes
               of this subparagraph (b).

          (2)  Continuous  Participation  means  those  complete  Years  of  the
               Employee's  participation  in this  Agreement  from the effective
               date of this Agreement.

          (3)  Accrued Benefit is defined as the Supplemental Retirement Benefit
               computed in subparagraph 3 (a) above multiplied by a fraction not
               greater than one (1) of (i) over (ii) where

               (i)  is the  number  of Years of  Continuous  Participation;  and
                    where
               (ii) is the  total  number of Years of  Continuous  Participation
                    that the Employee  would have  completed had he continued in
                    the employ of the savings  bank until his Normal  Retirement
                    Date,

reduced further by one-fifteenth (1/15) for each of the first five (5) years and
one-thirtieth  (1/30) for each of the next five (5) years by which the  starting
date  of  such  benefit  precedes  the  Normal   Retirement  Date,  and  reduced
actuarially for each additional year thereafter.

          (4)  The Supplemental  Retirement Benefit determined  according to the
               terms of this subparagraph 3 (b) shall be payable to the Employee
               in the form of monthly installments  commencing on the Employee's
               Early  Retirement Date and continuing  throughout the two hundred
               forty (240) months; provided however, that in the event

               (1)  the Employee dies; and
               (2)  the  payment  of  monthly   installments   have  theretofore
                    commenced to the Employee; and
               (3)  two hundred forty (240) monthly installments have not fallen
                    due; then

the monthly  installments shall be paid to the Employee's  beneficiaries for the
balance  of the period  until the  remainder  of such two  hundred  forty  (240)
monthly installments have been paid.

     (c)  If  the  employment  of the  Employee  with  the  savings  bank  shall
          terminate  due to  disability or change of control or ownership of the
          savings  bank prior to his  Normal  Retirement  Date the  Supplemental
          Retirement Benefit to which the Employee shall be entitled pursuant to
          this  Paragraph 3 shall be his Accrued  Benefit as of his  Termination
          Date.

          (1)  Year means the Plan Year of the Qualified  Plan, for the purposes
               of this subparagraph (c).
 
          (2)  Continuous  Participation  means  those  complete  Years  of  the
               Employee's  participation  in this  Agreement  from the effective
               date of this Agreement.

          (3)  Termination  Date  means June 30 of the Year  ending  immediately
               prior to the Year in which  the  Employee's  employment  with the
               savings bank terminates.

          (4)  Accrued Benefit is defined as the Supplemental Retirement Benefit
               computed in subparagraph 3 (a) above multiplied by a fraction not
               greater than one (1) of (i) over (ii) where

               (i)  is the  number  of Years of  Continuous  Participation;  and
                    where
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<PAGE>
               (ii) is the  total  number of Years of  Continuous  Participation
                    that the Employee  would have  completed had he continued in
                    the employ of the savings  bank until his Normal  Retirement
                    Date.

          (5)  Time of Payment. The Accrued Benefit will be paid to the Employee
               as a monthly annuity upon his Normal Retirement Date.

     (d)  Notwithstanding  anything  herein  to the  contrary,  if the  Employee
          terminates  employment after attainment of his Normal Retirement Date,
          his Supplemental Retirement Benefit payable monthly will be calculated
          in  accordance  with the terms of  subparagraph  3 (a) plus .8% of the
          monthly  Qualified  Plan  benefit  for each full month of  deferral of
          commencement of retirement payments after age 65.

4.   Pre-Retirement Death Benefit
     ----------------------------

     If the  Employee  shall  die  prior  to his  Normal  Retirement  Date,  his
     beneficiaries,  as determined in accordance with Paragraph 5 hereof,  shall
     be entitled to receive,  in the manner  specified in subparagraph 4 (b) and
     Paragraph 6 hereof, such benefits determined as follows:

     (a)  The monthly  Pre-Retirement  Death  Benefit to be payable  pursuant to
          this Paragraph 4 shall be one hundred  percent (100%) of the amount of
          net death benefit received by the savings bank from the life insurance
          policy or policies plus net taxes saved by the savings bank based upon
          the payout of the principal funds.

     (b)  Benefit payments referred to in subparagraph 4 (a) shall commence upon
          the first month  following  the date of the death of the  Employee and
          shall be paid over a period of sixty (60) months.

5.   Beneficiary of Death Benefit
     ----------------------------

     In the event that the Employee shall die prior to receipt of any benefit to
     which he is  entitled  hereunder,  or of all such  benefits,  any  benefits
     remaining  unpaid shall be paid to such beneficiary or beneficiaries as the
     Employee may designate by filing with the savings bank a notice in writing,
     but in the absence of any such  designation,  such unpaid benefits shall be
     so paid to his  surviving  spouse,  if any.  If the unpaid  amounts are not
     fully  paid  out  to  the  Employee's  designated  beneficiaries  or to his
     surviving  spouse,  then the balance remaining unpaid shall be computed and
     paid in single lump sum to the Employee's estate.

6.   Installment Payment of Death Benefit
     ------------------------------------

     Whenever the Employee's beneficiaries,  other than his estate, shall become
     entitled  to receive any benefit  hereunder,  the benefit  shall be paid to
     such beneficiaries in monthly installments.

     (a)  in the event that no monthly  installment  payments  have  theretofore
          commenced to the Employee, over a period of sixty (60) months; or

     (b)  in  the  event  that  payment  of  monthly   installments  shall  have
          theretofore commenced to Employee, and two hundred forty (240) monthly
          installments  have not fallen due, for the balance of the period until
          the  remainder of such two hundred  forty (240)  monthly  installments
          have been paid.

7.   Non-Assignable Rights
     ---------------------

     Except as otherwise  provided by this Agreement,  it is agreed that neither
     the Employee nor his spouse, nor other beneficiary, shall have any right to
     commute,  sell,  assign,  transfer or otherwise convey the right to receive
     any payments hereunder,  which payments and the right thereto are expressly
     declared to be non-assignable and non-transferable.

8.   Independence of Agreement
     -------------------------

     The benefits  payable under this Agreement  shall be independent of, and in
     addition  to, any other  employment  agreement  that may exist from time to
     time between the parties hereto, or any other  compensation  payable by the
     savings bank to the Employee,  whether as salary, bonus, or otherwise. This
     Agreement  shall not be deemed  to  constitute  a  contract  of  employment
     between the parties  hereto,  nor shall any provision  hereof  restrict the
     right of the savings bank to discharge the Employee, or

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<PAGE>


     restrict  the right of the Employee to terminate  his  employment  with the
     savings bank.

9.   Non-Secured Promise
     -------------------

     The rights of the Employee under this  Agreement and of any  beneficiary of
     the Employee shall be solely those of an unsecured  creditor of the savings
     bank.  Any  insurance  policy or any other  asset  acquired  or held by the
     savings bank in  connection  with the  liabilities  assumed by it hereunder
     shall not, except as otherwise expressly provided, be deemed to be security
     for the  performance of the  obligations of the savings bank, but shall be,
     and remain, a general, unpledged, unrestricted asset of the savings bank.

10.  Change of Business Form
     -----------------------

     The  savings  bank agrees  that it will not merge or  consolidate  with any
     other corporation or organization,  or permit its business activities to be
     taken  over  by any  organization,  unless  and  until  the  succeeding  or
     continuing  corporation or other  organization  shall expressly  assume the
     rights and obligations of the savings bank as herein set forth. The savings
     bank further  agrees that it will not cease doing  business  activities  or
     terminate  its  existence  other  than  as  heretofore  set  forth  in this
     Paragraph 10,  without  having made adequate  provision for  fulfilling its
     obligations  hereunder.  In the event of any  default  with  respect to the
     provisions  of this  Paragraph  10,  the  Employee  (or  other  obligee  or
     obligees)  shall have a continuing  lien on all the savings  bank's assets,
     including already transferred assets, until such default be corrected.

11.  Amendment of Agreement
     ----------------------

     This  Agreement  may be revoked or amended in whole or in part by a writing
     signed by both of the parties hereto.

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