[NOTE:  ON DECMEBER 1, 1995, THE REGISTRANT ENTERED INTO THE FOLLOWING AGREEMENT
WITH THE FOLLOWING EXECUTIVE OFFICERS:  JACK R. HUYETT, PRESIDENT AND CHIEF
ADMINISTRATIVE OFFICER; BETTY H. CARROLL, SENIOR VICE PRESIDENT; ALFRED B.
WHITT, SENIOR VICE PRESIDENT, SENIOR FINANCIAL OFFICER AND SECRETARY; AND F.
DIXON WHITWORTH, JR., EXECUTIVE VICE PRESIDENT]

                          EXECUTIVE SEVERANCE AGREEMENT


         This  Agreement  ("Agreement")  is  entered  into as of the ____ day of
December, 1995, by and between F&M National Corporation,  a Virginia corporation
(the "Company"), and _________________ (the "Executive").

         1.       PURPOSE

         The Company  considers the establishment and maintenance of a sound and
vital  management to be essential to protecting and enhancing the best interests
of the Company and its shareholders.  In this connection, the Company recognizes
that, as is the case with many publicly held corporations,  the possibility of a
Change  in  Control  (as  defined  herein)  may arise  and the  uncertainty  and
questions  which it may raise among  management  may result in the  departure or
distraction  of  management  personnel  to the  detriment of the Company and its
shareholders.  Accordingly,  the Board of Directors of the Company (the "Board")
has determined that appropriate steps should be taken to reinforce and encourage
the continued  attention and dedication of certain  members of the management of
the  Company to their  assigned  duties  without  distraction  in  circumstances
arising  from  the  possibility  of a  Change  in  Control  of the  Company.  In
particular,  the  Board  believes  it  important,  should  the  Company  or  its
shareholders receive a proposal for transfer of control of the Company, that the
Executive be able to assess and advise the Board whether such proposal  would be
in the best interests of the Company and its shareholders and to take such other
action  regarding such proposal as the Board might  determine to be appropriate,
without being influenced by the  uncertainties of the Executive's own situation.
Nothing in this  Agreement  shall be construed as creating an express or implied
contract of employment  and,  except as otherwise  agreed in writing between the
Executive and the Company, the Executive shall not have any right to be retained
in the employ of the Company prior to a Change in Control of the Company.

         2.       TERM OF AGREEMENT

         The  term of this  Agreement  shall  be  deemed  to have  commenced  on
December 1, 1995 (the "Commencement  Date") and shall continue in effect through
December 31, 1998;  provided,  however,  that commencing on January 1, 1998, and
each January 1st thereafter,  the term of this Agreement shall  automatically be
extended for one  additional  year unless,  not later than  September 30 of such
year,  the  Company  shall have given  notice that this  Agreement  shall not be
extended. Notwithstanding the delivery of any notice of non-renewal, if a Change
in Control of the Company  occurs  during the original or any  extended  term of
this  Agreement,  this  Agreement  shall  continue  in effect for a period of 36
months  beyond the month in which such Change in Control  occurred.  In no event
shall the term of this Agreement extend beyond the end of the month in which the
Executive's 65th birthday occurs.


<PAGE>


         3.       CHANGE IN CONTROL

         No benefits shall be payable  hereunder  unless there shall have been a
Change in Control of the Company as set forth  below.  For all  purposes of this
Agreement, a "Change in Control" shall mean:

         (a) The  acquisition  by an  individual,  entity or group  (within  the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person"),  of beneficial  ownership (within
the meaning of Rule 13d-3  promulgated under the Exchange Act) of 20% or more of
the then  outstanding  shares of common stock of the Company  (the  "Outstanding
Company Common Stock"); provided, however, that the following acquisitions shall
not  constitute  a Change in  Control:  (i) any  acquisition  directly  from the
Company  (excluding  an  acquisition  by virtue of the  exercise of a conversion
privilege), (ii) any acquisition by any employee benefit plan (or related trust)
sponsored  or  maintained  by the  Company,  or  (iii)  any  acquisition  by any
corporation  pursuant  to a  transaction  described  in  subsection  (c) of this
Section  3 if,  upon  consummation  of the  transaction,  all of the  conditions
described in subsection (c) are satisfied;

         (b) Individuals  who, as of the date hereof,  constitute the Board (the
"Incumbent  Board") cease for any reason to constitute a majority of such Board;
provided,  however,  that any individual  becoming a director  subsequent to the
date  hereof  whose  election,  or  nomination  for  election  by the  Company's
shareholders,  was approved by a vote of at least  two-thirds  of the  directors
then  comprising  the  Incumbent  Board  shall  be  considered  as  though  such
individual were a member of the Incumbent  Board, but excluding for this purpose
any such  individual  whose  initial  assumption of office occurs as a result of
either an actual or threatened  election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated  under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board; or

         (c)  Approval  by the  shareholders  of the  Company  of  either  (1) a
reorganization,  merger, share exchange or consolidation of the Company by, with
or  into  any  other  corporation  or (2)  the  sale  or  disposition  of all or
substantially   all  of  the  assets  of  the  Company  (any  of  the  foregoing
transactions,  a  "Reorganization");  provided,  however,  that  approval by the
shareholders  of a  Reorganization  shall not constitute a Change in Control if,
upon  consummation of the  Reorganization,  each of the following  conditions is
satisfied:

         (i)      more than 60% of the then  outstanding  shares of common stock
                  of the corporation  resulting from the  Reorganization is then
                  beneficially  owned,   directly  or  indirectly,   by  all  or
                  substantially  all of the  individuals  and  entities who were
                  beneficial  owners of the  Outstanding  Company  Common  Stock
                  immediately  prior to the  Reorganization in substantially the
                  same proportions as their ownership, immediately prior to such
                  transaction, of the Outstanding Company Common Stock;

         (ii)     no Person  (excluding  any  employee  benefit plan (or related
                  trust)  of  the  Company)   beneficially  owns,   directly  or
                  indirectly,  20% or more of  either  (1) the then  outstanding
                  shares of common stock of the  corporation  resulting from the
                  transaction  or (2) the  combined  voting  power  of the  then
                  outstanding voting securities of such corporation  entitled to
                  vote generally in the election of directors; and

         (iii)    at least a majority of the  members of the board of  directors
                  of the  corporation  resulting  from the  Reorganization  were
                  members of the Incumbent Board at the time of the execution of
                  the initial agreement providing for the Reorganization.

         4.       TERMINATION FOLLOWING CHANGE IN CONTROL

         If any of the  events  described  in  Section 3 hereof  constituting  a
Change in Control of the Company shall have  occurred,  the  Executive  shall be
entitled  to the  benefits  provided  in  Section 5 hereof  upon the  subsequent
termination of the  Executive's  employment  with the Company during the term of
this  Agreement,  unless  such  termination  is  (i)  because  of  death  of the
Executive, (ii) by the Company for Cause or Disability or (iii) by the Executive
other  than for Good  Reason  (all as such  capitalized  terms  are  hereinafter
defined).

         (a)   Disability.   Termination  by  the  Company  of  the  Executive's
employment  based  on  "Disability"  shall  mean  termination   because  of  the
Executive's  inability  to perform  his duties  with the  Company on a full time
basis for 180  consecutive  days or a total of at least  240 days in any  twelve
month period as a result of the Executive's incapacity due to physical or mental
illness (as determined by an independent physician selected by the Board).

         (b) Cause. Termination by the Company of the Executive's employment for
"Cause" shall mean  termination for (i) gross  incompetence,  gross  negligence,
willful  misconduct in office or breach of a material fiduciary duty owed to the
Company or any subsidiary or affiliate  thereof;  (ii) conviction of a felony, a
crime  of moral  turpitude  or  commission  of an act of  embezzlement  or fraud
against the Company or any subsidiary or affiliate  thereof;  (iii) any material
breach by the Executive of a material term of this Agreement, including, without
limitation,  material failure to perform a substantial portion of his duties and
responsibilities  hereunder; or (iv) deliberate dishonesty of the Executive with
respect to the Company or any subsidiary or affiliate thereof.

         (c) Good Reason;  Window  Period.  The  Executive  shall be entitled to
terminate his  employment  (i) for "Good Reason" as defined below or (ii) during
the "Window  Period" by the Executive  without any reason.  For purposes of this
Agreement,  the  "Window  Period"  shall  mean  the  45-day  period  immediately
following  the  first  anniversary  of the  date on which a  Change  in  Control
occurred.  For purposes of this  Agreement,  termination for "Good Reason" shall
mean termination based on:

         (i)      the  assignment  to the  Executive of any duties  inconsistent
                  with the position he held with the Company  immediately  prior
                  to the Change in Control,  or a significant adverse alteration
                  in the nature or status of the Executive's responsibilities or
                  the  conditions of the  Executive's  employment  from those in
                  effect immediately prior to such Change in Control;

         (ii)     a reduction by the Company in the  Executive's  base salary as
                  in effect  immediately  prior to the  Change in  Control  or a
                  reduction in the Executive's  Recent Average Bonus (defined as
                  the bonus paid or payable, including by reason of deferral, to
                  the  Executive  by the Company in respect of the two  calendar
                  years  immediately  preceding  the year in which the Change in
                  Control occurs;

         (iii)    the failure by the Company to pay to the Executive any portion
                  of his  compensation or to pay to the Executive any portion of
                  an  installment  of deferred  compensation  under any deferred
                  compensation program of the Company within 10 days of the date
                  such  compensation is due (it being understood and agreed that
                  each  annual  bonus shall be paid no later than the end of the
                  third month of the year next  following the year for which the
                  annual bonus is awarded,  unless the Executive  shall elect to
                  defer the receipt of such annual bonus);

         (iv)     the  Company's  requiring  the  Executive  to be  based at any
                  office that is greater than  thirty-five (35) miles from where
                  the  Executive's  office is located  immediately  prior to the
                  Change in Control, except for required travel on the Company's
                  business  to  an  extent  substantially  consistent  with  the
                  business travel  obligations which the Executive  undertook on
                  behalf of the Company prior to the Change in Control;

         (v)      the failure by the Company to obtain an agreement  reasonably
                  satisfactory to the Executive from any successor to assume and
                  agree to perform this Agreement; or

         (vi)     the failure by the Company to continue in effect any Plan (as
                  hereinafter  defined) in which the Executive  is
                  participating  at the time of the  Change  in  Control  of the
                  Company  (or Plans providing the Executive with at least
                  substantially  similar benefits) other than as a result of the
                  normal  expiration of any such Plan in accordance  with its
                  terms as in effect at the time of the Change in Control,  or
                  the taking of any action,  or the failure to act, by the
                  Company which would adversely affect the Executive's
                  continued  participation in any of such Plans on at least as
                  favorable a basis to the  Executive  as is the case on the
                  date of the Change in Control,  or which would materially
                  reduce the Executive's  benefits in the future under any of
                  such Plans or deprive  the  Executive  of any  material
                  benefit  enjoyed by the  Executive  at the time of the Change
                  in Control.

For purposes of this Section 4(c), any good faith determination of "Good Reason"
made by the Executive shall be conclusive.

         For purposes of this Agreement, "Plan" shall mean any compensation plan
or any employee benefit plan such as a thrift, pension, profit sharing, medical,
disability,  accident, life insurance plan or a relocation plan or policy or any
other plan, program or policy of the Company intended to benefit employees.

         (d) Notice of  Termination.  Any  termination by the Company on the one
hand or by the Executive following a Change in Control for Good Reason or during
the Window Period shall be  communicated by written Notice of Termination to the
other party hereto.  For purposes of this  Agreement,  a "Notice of Termination"
shall mean a notice which shall indicate the specific  termination  provision in
this Agreement relied upon.

         (e)  Date  of  Termination.  "Date  of  Termination"  means  (i) if the
Executive's  employment  is  terminated  by the  Company  for  Cause,  or by the
Executive  during the Window  Period or for Good Reason,  the date of receipt of
the Notice of Termination or any later date specified  therein,  as the case may
be, (ii) if the  Executive's  employment is terminated by the Company other than
for Cause or Disability,  the date specified in the Notice of Termination (which
shall not be less  than 30 nor more  than 60 days  from the date such  Notice of
Termination is given), and (iii) if the Executive's employment is terminated for
Disability,  30 days after Notice of  Termination  is given,  provided  that the
Executive  shall not have  returned to the full-time  performance  of his duties
during such 30-day period.

         5.       COMPENSATION UPON TERMINATION.

         (a) If, during the Employment  Period,  the Company shall terminate the
Executive's employment other than for Cause or Disability or the Executive shall
terminate  his  employment  either for Good Reason or during the Window  Period,
then the Company shall pay to and provide for the  Executive,  without regard to
any contrary provisions of any Plan, the following:

         (i)      the sum of: (1) the  Executive's  base  salary  through  the
                  Date of  Termination  at the rate in effect just prior to the
                  time a Notice of  Termination is given;  (2) the amount,  if
                  any, of any incentive or bonus  compensation  theretofore
                  earned which has not yet been paid; (3) the product of the
                  annual  bonus paid or payable,  including  by reason of
                  deferral,  for the most  recently completed  year and a
                  fraction,  the numerator of which is the number of days in the
                  current year through the Date of  Termination  and the
                  denominator  of which is 365;  and (4) any benefits or awards
                  (including both the cash and stock  components)  which
                  pursuant to the terms of any Plans have  been  earned  or
                  become  payable,  but  which  have  not yet  been  paid to the
                  Executive (including  amounts which  previously had been
                  deferred at the  Executive's  request) (the sum of the
                  amounts  described  in  clauses  (1),  (2),  (3)  and (4) are
                  referred  to as the  "Accrued Obligations");

         (ii)     in lieu of any further salary payments  subsequent to the Date
                  of  Termination,  an amount equal to 2.0 times the Executive's
                  Earnings (as defined below) (the "Severance Allowance"); and

         (iii)    the Company  shall  maintain in full force and  effect,  at
                  the sole cost of the Company  (except for the regular
                  contributions  of the Executive as described  below,  if any),
                  for the continued benefit of the Executive and his  dependents
                  for a period  terminating on the earliest of (a) 24 months
                  after the Date of Termination,  or (b) the commencement  date
                  of equivalent  benefits from a new  employer,  all  insured
                  and  self-insured  employee  welfare  benefit  Plans in which
                  the Executive was entitled to  participate  immediately  prior
                  to the Date of  Termination,  provided that the Executive's
                  continued  participation is possible under the general terms
                  and provisions of such Plans (and any  applicable  funding
                  media) and the Executive  continues to pay an amount equal to
                  his  regular  contribution  under  such Plans  prior to the
                  Change in Control  for such participation.  In the event that
                  the Executive's  participation in any such Plan is barred,
                  the Company,  at its sole cost and  expense,  shall  arrange
                  to have  issued  for the  benefit of the Executive and his
                  dependents  individual policies of insurance  providing
                  benefits  substantially similar (on an after-tax  basis) to
                  those which the Executive  otherwise would have been entitled
                  to receive  under such Plans  pursuant to this  Section
                  5(a)(iii)  or, if such  insurance is not available  at a
                  reasonable  cost  to the  Company,  the  Company  shall
                  otherwise  provide  the Executive and his dependents  with
                  equivalent  benefits (on an after-tax  basis).  The Executive
                  shall not be required to pay any premiums or other  charges in
                  an amount  greater than that which the Executive would have
                  paid in order to participate in such Plans.

         (b) For  purposes  of Section  5(a)(ii),  "Earnings"  means the average
annual compensation payable by the Company and includible in the gross income of
the  Executive  for the taxable  years during the period  consisting of the most
recent five taxable  years ending before the date on which the Change in Control
occurs (or such  portion of such period  during  which the  Executive  performed
personal services for the Company).

         (c) The Severance  Allowance (as defined in Section  5(a)(ii)) shall be
paid to the  Executive  not later than the  thirtieth  day following the Date of
Termination;  provided,  however,  that if the amounts of such payment cannot be
finally determined on or before such day, the Company shall pay to the Executive
on such day an estimate,  as  determined  in good faith by the  Company,  of the
Severance  Allowance owed and shall pay the remainder of such payments (together
with  interest  thereon at the rate  provided  in Section  1274(b)(2)(B)  of the
Internal  Revenue Code of 1986, as amended (the  "Code"),  as soon as the amount
thereof can be determined, but in no event later than the sixtieth day after the
Date of Termination.  The Executive may elect to receive,  in lieu of a lump-sum
payment, the Severance Allowance in consecutive, equal monthly installments over
a period not to exceed 24 months,  beginning on the first day of month following
the Date of Termination. The Accrued Obligations (as defined in Section 5(a)(i))
shall be paid to the Executive within 10 days after the Date of Termination.

         (d) Except as specifically  provided in Section  5(a)(iii)  above,  the
amount of any  payment  provided  for in this  Section  5 shall not be  reduced,
offset or  subject to  recovery  by the  Company  by reason of any  compensation
earned by the Executive as the result of employment  by another  employer  after
the Date of Termination, or otherwise.

         (e) In the event any payment or  distribution  by the Company to or for
the  benefit  of the  Executive  (whether  paid or  payable  or  distributed  or
distributable  pursuant  to the  terms  of  this  Agreement  or  otherwise,  but
determined without regard to any additional payments required under this Section
5(e)) (a  "Payment")  would be subject to the excise tax imposed by Section 4999
of the Internal  Revenue  Code or any interest or penalties  are incurred by the
Executive with respect to such excise tax (collectively, the "Excise Tax"), then
the Executive  shall be entitled to receive an  additional  payment (a "Gross-Up
Payment")  in an amount such that after  payment by the  Executive  of all taxes
(including  any income taxes and  interest or penalties  imposed with respect to
such taxes) and the Excise Tax imposed on the Gross-Up  Payment,  the  Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the
Payments.  All  determinations  required  to be made  under this  Section  5(e),
including whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment,  shall be made by Yount, Hyde & Barbour, P.C. (the "Accounting
Firm"),  or such other  accounting firm as may be mutually agreed to between the
Executive and the Company.  All fees and expenses of such  accounting firm shall
be borne solely by the Company,  and any  determination  by the Accounting  Firm
shall be binding upon the Company and the Executive.  Any Gross-Up  Payment,  as
determined  pursuant to this Section  5(e),  shall be paid by the Company to the
Executive within ten days of the receipt of the Accounting Firm's determination.

         6.       BINDING AGREEMENT

         (a) This  Agreement  shall be binding  upon and inure to the benefit of
the Executive (and his personal  representative),  the Company and any successor
organization or organizations  which shall succeed to  substantially  all of the
business and property of the Company, whether by means of merger, consolidation,
acquisition  of all or  substantially  of all of the  assets of the  Company  or
otherwise, including by operation of law.

         (b) For purposes of this  Agreement,  the term "Company"  shall include
any subsidiaries of the Company and any corporation or other entity which is the
surviving or continuing  entity in respect of any merger,  consolidation or form
of business combination in which the Company ceases to exist; provided, however,
that for  purposes  of  determining  whether a Change in  Control  has  occurred
herein,  the term  "Company"  shall  refer to F&M  National  Corporation  or its
successors.

         7.       FEES AND EXPENSES; MITIGATION

         (a) The Company  shall pay or  reimburse  the  Executive,  on a current
basis, for all costs and expenses,  including without limitation court costs and
reasonable  attorneys'  fees,  incurred by the  Executive  (i) in  contesting or
disputing any  termination of the  Executive's  employment or (ii) in seeking to
obtain or enforce any right or benefit provided by this Agreement,  in each case
regardless  of  whether  or not the  Executive's  claim is  upheld by a court of
competent  jurisdiction;  provided,  however, the Executive shall be required to
repay any such  amounts to the Company to the extent that a court issues a final
and non-appealable order setting forth the determination that the position taken
by the Executive was frivolous or advanced by him or her in bad faith.

         (b) The  Executive  shall not be required to mitigate the amount of any
payment the Company  becomes  obligated to make to the  Executive in  connection
with this Agreement, by seeking other employment or otherwise.

         8.       NOTICE

         Any notices, requests, demands and other communications provided for by
this Agreement shall be sufficient if in writing and delivered in person or sent
by registered or certified mail,  postage prepaid (in which case notice shall be
deemed to have been  given on the third  day  after  mailing),  or by  overnight
delivery by a reliable  overnight courier service (in which case notice shall be
deemed to have been given on the day after delivery to such courier  service) to
the  Executive at the last address the  Executive  has filed in writing with the
Company, attention of the Chairman of the Board.

         9.       MISCELLANEOUS

         No provision of this  Agreement  may be modified,  waived or discharged
unless such  modification,  waiver or discharge is agreed to in a writing signed
by the Executive  and the Chairman of the Board or President of the Company.  No
waiver  by either  party  hereto  at any time of any  breach by the other  party
hereto of, or of compliance  with,  any condition or provision of this Agreement
to be  performed  by such  other  party  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 either party which
are not expressly set forth in this Agreement.

         10.      GOVERNING LAW

         The validity,  interpretation,  construction  and  performance  of this
Agreement shall be governed by the laws of the Commonwealth of Virginia.

         11.      VALIDITY

         The invalidity or  unenforceability  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.

         IN  WITNESS  WHEREOF,  this  Agreement  has been  executed  as a sealed
instrument by F&M National  Corporation by its duly authorized  officer,  and by
the Executive, as of the date first above written.


                                                     F&M NATIONAL CORPORATION



                                                     By:  ______________________
                                                              Name:
                                                              Title:


                                                     EXECUTIVE:



                                                     ---------------------------
                                                     [Name of Executive]