<PAGE>


                                                                   EXHIBIT 10.14


                                   VALLEY BANK

                          SUPPLEMENTAL RETIREMENT PLAN

                               FOR THE BENEFIT OF

                            -------------------------

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>                                                                          <C>
ARTICLE I - Definition of Terms .........................................      1
  1.1   Act .............................................................      1
  1.2   Administrator ...................................................      1
  1.3   Bank ............................................................      1
  1.4   Affiliate .......................................................      1
  1.5   Beneficiary .....................................................      1
  1.6   Board ...........................................................      1
  1.7   Change of Control ...............................................      1
  1.8   Code ............................................................      3
  1.9   Corporation .....................................................      3
  1.10  Delayed Retirement Date .........................................      3
  1.11  Disability Retirement Date ......................................      3
  1.12  Effective Date ..................................................      3
  1.13  Normal Retirement Date ..........................................      3
  1.14  Participant .....................................................      3
  1.15  Plan ............................................................      4
  1.16  Plan Sponsor ....................................................      4
  1.17  Plan Year .......................................................      4
  1.18  Retirement Benefit ..............................................      4
ARTICLE II - Eligibility for Benefits ...................................      4
  2.1   Eligibility and Date of Participation ...........................      4
ARTICLE III - Supplemental Retirement Benefit ...........................      4
  3.1   Supplemental Retirement Benefit .................................      4
  3.2   Definitions .....................................................      5
ARTICLE IV - Death Benefit ..............................................      6
  4.1   Death after Supplemental Retirement Benefit Commencement ........      6
  4.2   Supplemental Death Benefit ......................................      6
  4.3   Beneficiary Designation .........................................      7
ARTICLE V - Vesting Schedule ............................................      7
  5.1   Vesting Generally ...............................................      7
  5.2   Forfeiture of Benefits ..........................................      8
ARTICLE VI - Payment of Benefits ........................................     11
  6.1   Time and Manner for Payment of Supplemental Benefit .............     11
  6.2   Benefit Determination and Payment Procedure .....................     11
  6.3   Payments to Minors and Incompetents .............................     11
  6.4   Distribution of Benefit When Distributee Cannot Be Located ......     12
  6.5   Claims Procedure ................................................     12
ARTICLE VII - Funding ...................................................     13
  7.1   Funding .........................................................     13
  7.2   Use of Rabbi Trust Permitted ....................................     13
  7.3   Obligations upon Change of Control ..............................     13
ARTICLE VIII - Plan Administration ......................................     14
  8.1   Appointment of Plan Administrator ...............................     14
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                           <C>
  8.2    Bank as Plan Administrator.......................................    14
  8.3    Compensation and Expenses........................................    14
  8.4    Procedure if a Committee.........................................    14
  8.5    Action by Majority Vote if a Committee...........................    14
  8.6    Appointment of Successors........................................    14
  8.7    Additional Duties and Responsibilities...........................    14
  8.8    Power and Authority..............................................    15
  8.9    Availability of Records..........................................    15
  8.10   No Action with Respect to Own Benefit............................    15
  8.11   Plan Interpretation..............................................    15
ARTICLE IX - Amendment and Termination of Plan............................    16
  9.1    Amendment or Termination of the Plan.............................    16
ARTICLE X - Miscellaneous.................................................    16
  10.1   Non-assignability................................................    16
  10.2   Right to Requirement Information and Reliance Thereon............    16
  10.3   Notices and Elections............................................    17
  10.4   Delegation of Authority..........................................    17
  10.5   Service of Process...............................................    17
  10.6   Governing Law....................................................    17
  10.7   Binding Effect...................................................    17
  10.8   Severability.....................................................    17
  10.9   No Effect on Employment Agreement................................    17
  10.10    Gender and Number..............................................    17
  10.11    Titles and Captions............................................    17
  10.12    Construction...................................................    17
</TABLE>

                                       ii

<PAGE>

     THIS SUPPLEMENTAL RETIREMENT PLAN (hereinafter the "Plan") is adopted by
Valley Bank, a State Banking Corporation, organized and existing under the laws
of the Commonwealth of Virginia (hereinafter sometimes referred to as the "Bank"
and sometimes referred to as the "Plan Sponsor") and is effective January 1,
2002 (the "Effective Date" of the Plan for the benefit of _________________
(hereinafter referred to as the "Employee").

                                   WITNESSETH:

     WHEREAS, Employee is employed by the Plan Sponsor; and

     WHEREAS, the Plan Sponsor desires to retain the services of Employee and
deems it appropriate to provide for additional supplemental retirement income
for Employee pursuant to the terms of the Plan in consideration of his services
and as an incentive to remain in the employ of the Plan Sponsor;

                                   WITNESSETH:


                                    ARTICLE I
                               Definition of Terms
                               -------------------

     The following words and terms as used in this Plan shall have the meaning
set forth below, unless a different meaning is clearly required by the context:

     1.1   "Act": The Employee Retirement Income Security Act of 1974, as the
same may be amended from time to time, or the corresponding sections of any
subsequent legislation which replaces it, and, to the extent not inconsistent
therewith, the regulations issued thereunder.

     1.2   "Administrator": The plan administrator provided for in Article VIII
hereof.

     1.3   "Bank": Valley Bank, a bank organized under the laws of the
Commonwealth of Virginia.

     1.4   "Affiliate": Any subsidiary, affiliate or other related business
entity to the Corporation.

     1.5   "Beneficiary": The person or persons designated by Participant or
otherwise entitled pursuant to Article IV to receive benefits under the Plan
attributable to such Participant after the death of such Participant.

     1.6   "Board": The present and any succeeding Board of Directors of the
Bank.

     1.7   "Change of Control": A change in control of a nature that would be
required to be reported (assuming such event has not been "previously reported")
in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the
date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended ("Exchange Act"); provided that,

<PAGE>

notwithstanding the foregoing and without limitation, such a change in control
shall be deemed to have occurred at such time as:

          (i)   any Person is or becomes the "beneficial owner" (as defined in
     Rule 13d-3 or Rule 13d-5 under the Exchange Act as in effect on January 1,
     1994), directly or indirectly, of 20% or more of the combined voting power
     of the Corporation's voting securities;

          (ii)  individuals who as of the date hereof, constitute the Board of
     Directors of the Corporation (the "Incumbent Board") ceases for any reason
     to constitute at least the majority of the Board, provided that any person
     becoming a director subsequent to the date hereof whose election, or
     nomination for election by the Corporation's shareholders, was approved by
     a vote of at least 75% of the directors comprising the Incumbent Board
     (either by a specific vote or by approval of the proxy statement of the
     Corporation in which such person is named as a nominee for director,
     without objection to such nomination) shall be, for purposes of this clause
     (ii) considered as though such person were a member of the Incumbent Board;

          (iii) all or substantially all of the assets of the Corporation or the
     assets of the Bank are sold, transferred or conveyed by any means,
     including but not limited to direct purchase or merger, if the transferee
     is not controlled by the Corporation with "control" for the purposes of
     this subsection meaning the ownership of more than 50% of the combined
     voting power of such entity's voting securities; or

          (iv)  the Corporation is merged or consolidated with another
     corporation or entity and as a result of such merger or consolidation less
     than 75% of the outstanding voting securities of the surviving or resulting
     corporation or entity shall be owned, in the aggregate, by the former
     shareholders of the Corporation.

     Notwithstanding anything in the foregoing to the contrary, no change in
control shall be deemed to have occurred for purposes of this Agreement by
virtue of any transaction

          (i)   which results in Participant or a group of Persons which
     includes Participant, acquiring, directly or indirectly, 20% or more of the
     combined voting power of the Corporation's voting securities;

          (ii)  arranged or caused by a federal bank regulatory agency
     possessing appropriate jurisdiction on the grounds of failing financial
     condition of the Corporation or Bank which results in the acquisition,
     directly or indirectly, of 20% or more of the combined voting power of the
     Corporation's voting securities by any Person; or

          (iii) which results in the Corporation, any subsidiary of the
     Corporation or any profit-sharing plan, employee stock ownership plan or
     employee benefit plan of the Corporation or any of its subsidiaries (or any
     trustee of or fiduciary with respect to any such plan acting in such
     capacity) acquiring, directly or indirectly, 20% or more of the combined
     voting power of the Corporation's voting securities.

                                       2

<PAGE>

     1.8  "Code": The Internal Revenue Code of 1986, as the same may be amended
from time to time, or the corresponding section of any subsequent Internal
Revenue Code, and, to the extent not inconsistent therewith, regulations issued
thereunder.

     1.9  "Corporation": Valley Financial Corporation, the parent corporation
owning the Bank.

     1.10 "Delayed Retirement Date": In the event Participant continues in the
active employment of the Bank beyond his Normal Retirement Date, the first day
of the calendar month next following the date of termination of his employment
with the Bank.

     1.11 "Disability Retirement Date": The first day of the calendar month
coinciding with or next following the date Participant retires as a result of a
Disability. For purposes hereof, the existence of a "Disability" or the status
of being "Disabled" shall be considered present during the period for which
Participant either:

          (i)  Is determined by the Federal Social Security Administration to be
     disabled, as that term is defined for purposes of Federal Social Security
     disability benefits, and for which he receives such benefits after the
     required waiting period prior to his Normal Retirement Date, or

          (ii) Is determined by the applicable fiduciary to be disabled for
     purposes of entitlement to disability benefits under any long term
     disability plan which is maintained by the Bank and under which Participant
     is covered, and for which Participant receives such benefits prior to his
     Normal Retirement Date,

provided the cause of such disability occurred when Participant was
participating in this Plan. The Administrator shall have the right to require
proof of continuing Disability. Failure by Participant to provide such evidence
as may, from. time to time, be required by the Administrator prior to
Participant's attainment of his Normal Retirement Date shall result in the
discontinuance of his Disability Retirement status and the termination of his
status as Disabled under the Plan. The determination of Disability shall be made
by the Administrator in accordance with standards uniformly applied to all other
employees of the Bank participating in similar plans, on the advice of one or
more physicians appointed or approved by the Bank if deemed necessary or
advisable by the Administrator, and the Administrator shall have the right to
require further medical examinations from time to time to determine whether
there has been any change in the Participant's physical condition.

     1.12 "Effective Date": The Effective Date of the Plan is January 1, 2002.

     1.13 "Normal Retirement Date": The first day of the calendar month
coinciding with or next following date on which the Participant attains age
sixty-five (65).

     1.14 "Participant": _________________.

                                       3

<PAGE>

     1.15   "Plan": This document as contained herein or duly amended.

     1.16   "Plan Sponsor": Valley Bank, a state bank.

     1.17   "Plan Year": A year twelve (12) month period commencing on January 1
and ending on December 31 of each year.

     1.18   "Retirement Benefit": The amount due Participant or his designated
Beneficiary under the Plan, as determined pursuant to Article III hereof.


                                   ARTICLE II
                            Eligibility for Benefits
                            ------------------------

     2.1    Eligibility and Date of Participation. Participant shall be eligible
            -------------------------------------
to receive a benefit determined under Article III of this Plan following his
termination of employment with the Plan Sponsor in the event such termination
occurs following his Normal Retirement Date, disability or termination of his
employment for any reason following completion of the required years of service
set forth herein below in Article V; said payment of benefits to be paid in
accordance with the provisions of Article VI.

                                   ARTICLE III
                         Supplemental Retirement Benefit
                         -------------------------------

     3.1    Determination of Supplemental Retirement Benefit.
            ------------------------------------------------

     3.1(a) Subject to the terms and conditions set forth herein, upon
Participant's termination of employment on or after his Normal Retirement Date
he shall be entitled to a yearly benefit equal to fifty percent (50%) of the
Participant's final five (5) years average Compensation, reduced by
Participant's primary Social Security benefit with said yearly benefit to be
paid in monthly installments for a period of one hundred and eighty (180) months
(hereinafter referred to as the "Target Retirement Benefit"). The Target
Retirement Benefit shall be subject to such increase or decrease as may be
determined in accordance with Section 3.1(b) below or Section 5.1(b) if
employment terminates prior to Participant's Normal Retirement Date.

     3.1(b) The Bank shall establish for the benefit of Participant a separate
account for bookkeeping purposes and shall credit to such account for each Plan
Year an amount that when aggregated with similar accruals for all Plan Years
prior to Participant's Normal Retirement Date is projected to fully fund the
Target Retirement Benefit. The amount required each Plan Year to fully fund the
Target Retirement Benefit for the Participant at his Normal Retirement Date
shall be referred to herein as the "Target Annual Accrual".

     In order to ensure that the Supplemental Retirement Benefit to be paid
Participant at his Normal Retirement Date properly reflect the financial
performance of the Corporation during the period of Participant's participation
in the Plan, the Target Annual Accrual amount shall be
             -----------------------------------------

                                       4

<PAGE>

subject to increase or decrease each Plan Year based upon the Corporation's
---------------------------------------------------------------------------
financial performance for the fiscal year of the Corporation immediately
------------------------------------------------------------------------
preceding the Plan Year for which the Target Annual Accrual is to be determined.
-------------------------------------------------------------------------------
The measure of the Corporation's financial performance shall be its Return on
Equity ("ROE") as determined for the most recent fiscal year of the Corporation
immediately preceding the Plan Year in which the determination of the Target
Annual Accrual is to be made. The Corporation's ROE shall be determined by the
Corporation's auditors or certified public accountant on a consistent basis.

       The "Target Annual Accrual" shall be increased or decreased each Plan
Year based upon the following ROE requirements for the Corporation's preceding
fiscal year:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
 Under 10%    10% - 12%       12% - 15%       15% - 18%        Over 18%
    ROE          ROE             ROE             ROE              ROE
-------------------------------------------------------------------------------------------------------------
<S>            <C>            <C>             <C>              <C>           <C>
    50%                                                                        50% of Target Annual Accrual
-------------------------------------------------------------------------------------------------------------
                 80%                                                           80% of Target Annual Accrual
-------------------------------------------------------------------------------------------------------------
                                 100%                                         100% of Target Annual Accrual
-------------------------------------------------------------------------------------------------------------
                                                 115%                         115% of Target Annual Accrual
-------------------------------------------------------------------------------------------------------------
                                                                  125%        125% of Target Annual Accrual
-------------------------------------------------------------------------------------------------------------
</TABLE>

       Notwithstanding the foregoing, the Administrator shall, on a prospective
basis only, have the right to make adjustments to the ROE requirements set forth
above at any time during the term of this Plan.

       EXAMPLE: If the Corporation's ROE for fiscal year previous to year 1 of
       -------
the Plan shall be 10%-12%, the amount credited to Participant's Account for year
1 of the Plan shall be 80% of the Target Annual Accrual amount for such year.
If, in year 2, the ROE for the previous fiscal year is 15%-18%, the amount
credited to Participant's account in year 2 shall be 115% of the Target Annual
Accrual for such year.

       At Normal Retirement, Participant's Supplemental Retirement Benefit to be
paid in accordance with Article VI shall be the Target Retirement Benefit
increased or reduced as a result of any adjustments to the Target Annual
Accruals to his account based upon the annual ROE requirements for the
Corporation.

       For purposes of determining the Supplemental Retirement Benefit due
Participant under this Plan, the assumptions to be used by the Administrator
shall be those set forth in Exhibit 3.1(b) which shall be deemed a part of this
                            --------------
Plan.

       3.1(c) Notwithstanding the foregoing, if Participant terminates
employment prior to his Normal Retirement Date, the benefit calculated under
this Article III may be subject to adjustment in accordance with the vesting
schedule set forth in Article V below.

       3.2    Definitions. For purposes hereof the following terms shall have
              -----------
the following meaning:

       3.2(a) "Compensation" shall, for purposes of projecting Participant's
Target Retirement Benefit mean Participant's total base salary, wages and bonus
received by or made available to

                                        5

<PAGE>

him by the Bank for a Fiscal Year. Compensation shall be determined for
Participant prior to any withholding or deductions and prior to any reduction
for employee elective contributions to a Cafeteria Plan described in Section 125
of the Code or a qualified cash or deferred arrangement described in Section
401(k) of the Code. However, Compensation shall exclude items of compensation as
                                          -------------
expense reimbursements and allowances, amounts contributed to or on behalf of
Participant pursuant to this Plan or any other employee benefit plan or program
of the Bank or Corporation in which Participant is eligible to participate, or
any other similar extraordinary remuneration.

       3.2(b)  "Primary Social Security Benefit" means the annual income to
which Participant is entitled at normal retirement under the provisions of the
Federal Social Security Act as in effect on the first day of the Plan Year in
which he attains age sixty-six (66). If Participant does not qualify for, or
loses, Social Security benefits to which he is entitled under the Federal Social
Security Act because of failure to make application therefore, or for any other
reason, such Social Security benefits shall nevertheless be considered, for
purposes of the Plan, as being received by Participant. It is the intent of this
definition that Participant's Supplemental Retirement Benefit shall be offset by
the actual social security benefits payable at that time. If Participant begins
to receive the social security benefits earlier, such paid benefits will be used
as an offset, and the offset will reflect the fact that the actual payments to
the Participant are less (because of the early payment) than the social security
benefits used to determine the offset.

                                   ARTICLE IV
                                  Death Benefit
                                  -------------

       4.1     Death after Commencement of Payment. If Participant dies after
               -----------------------------------
his Supplemental Retirement Benefit commences to be paid and before Participant
has received one hundred eighty (180) monthly payments, the only benefits
payable under the Plan to his Beneficiary after his death shall be the remaining
monthly payments needed to ensure that one hundred eighty (180) monthly payments
are made.

       4.2     Supplemental Death Benefit.
               --------------------------

       4.2(a)  If Participant dies before his Normal Retirement Date and
provided that Participant has designated a Beneficiary in anticipation of death,
a Supplemental Death Benefit shall be paid to the Beneficiary in an annual
amount equal to the excess of:
                -------------

               (i)   Fifty percent (50%) of the Participant's Compensation, (as
defined in subparagraph 3.2), for the calendar year immediately preceding the
year in which Participant's death occurs, over

               (ii)  The Social Security Survivor Benefit.

The Supplemental Death Benefit shall be paid each year in twelve (12) monthly
installments for a period of one hundred and eighty (180) months commencing on
the first day of the month

                                        6

<PAGE>

following Participant's death. The supplemental Death Benefit shall be paid in
lieu of any Supplemental Retirement Benefit.

       4.3    Beneficiary Designation.
              -----------------------

       4.3(a) Participant shall be entitled to designate a Beneficiary hereunder
by filing a designation in writing with the Administrator on the form provided
for such purpose. Any Beneficiary designation made hereunder shall be effective
only if signed and dated by Participant and delivered to the Administrator prior
to the time of Participant's death. Any Beneficiary designation hereunder shall
remain effective until changed or revoked hereunder.

       4.3(b) Any Beneficiary designation may include multiple, contingent or
successive Beneficiaries and may specify the proportionate distribution to each
Beneficiary.

       4.3(c) A Beneficiary designation may be changed by Participant at any
time, or from time to time, by filing a new designation in writing with the
Administrator.

       4.3(d) If Participant dies without having designated a Beneficiary, or if
the Beneficiary so designated has predeceased him, then his estate shall be
deemed to be his Beneficiary.

       4.3(e) If a Beneficiary of Participant shall survive Participant but
shall die before the Participant's entire benefit under the Plan has been
distributed, then, absent any other provision by Participant, the unpaid balance
thereof shall be distributed to the such other beneficiary named by the deceased
Beneficiary to receive his interest or if none, to the estate of the deceased
Beneficiary. If multiple beneficiaries are designated, absent any other
provision by the Participant, those named or the survivor of them shall share
equally any amounts payable hereunder.

                                    ARTICLE V
                                Vesting Schedule
                                ----------------

       5.1    Vesting Generally.
              -----------------

       5.1(a) Except as set forth below and subject to the forfeiture events
described in paragraph 5.2 hereof, Participant shall be fully vested in his
Supplemental Retirement Benefit upon:

              (i)   A Participant's having reached his Normal Retirement Date
       while employed by the Employer; or

              (ii)  The occurrence of a Change of Control.

                                        7

<PAGE>

       5.1(b) Termination of Employment Prior to Normal Retirement Date.
              ---------------------------------------------------------

       Absent an event described in Section 5.1(a) and 5.2, Participant shall,
following a voluntary termination of employment, be entitled to receive a
portion of his Supplemental Retirement Benefit as determined in Section 3.2
above in accordance with the following schedule:

              ------------------------------------------------------------------
                  Plan Year          Vested %      Plan Year          Vested %
              ------------------------------------------------------------------
                      1                  0             9                 __%
              ------------------------------------------------------------------
                      2                  0             10                __%
              ------------------------------------------------------------------
                      3                  0             11                __%
              ------------------------------------------------------------------
                      4                  0             12                __%
              ------------------------------------------------------------------
                      5                 __%            13                __%
              ------------------------------------------------------------------
                      6                 __%            14                __%
              ------------------------------------------------------------------
                      7                 __%            15                __%
              ------------------------------------------------------------------
                      8                 __%
              ------------------------------------------------------------------

       The payment of Supplemental Retirement Benefits for a Participant who
terminates employment prior to Normal Retirement Date shall be payable in
accordance with the provisions of Article VI herein below.

       5.1(c) Termination of Employment Due to Disability.
              -------------------------------------------

       In the event of termination of Participant's employment on his Disability
Retirement Date on account of Disability, such Participant will have a vested
right to the Supplemental Retirement Benefit described in section 3.1(a) in an
amount equal to the greater of:

              (i)   25%; or

              (ii)  the actual vested amount for such Participant based upon his
years of participation in the Plan as set forth in section 5.1(b) above.

Solely for purposes of determining Participant's final five (5) years average
Compensation in order to compute the benefit payable to him under this section
5.1(c), the Participant's Disability Retirement Date shall be deemed to be the
Participant's Normal Retirement Date. The Supplemental Retirement Benefit
payable to Participant as a result of his Disability shall begin on the
Participant's Normal Retirement Date and shall be paid in accordance with the
provisions of Article VI set forth below.

       5.2    Forfeiture of Benefits.
              ----------------------

       5.2(a) Notwithstanding any contrary provision hereof, the Supplemental
Retirement Benefit with respect to Participant shall be forfeited upon the
occurrence of any the following events:

                                        8

<PAGE>

              (i)   Participant's voluntary termination of employment prior to
     meeting the vesting requirements of Section 5.1(b),

              (ii)  Participant's termination of employment with the Bank for
     "cause";

              (iii) Participant's entering "competition", his making an
     "unauthorized disclosure of confidential information", after his
     termination of or retirement from employment with the Bank, in which case
     all payments to or with respect to Participant shall cease and all payments
     made to Participant or his Beneficiary under the Plan since the occurrence
     of such event of forfeiture shall be returned to the Bank (provided
     however, forfeiture shall not occur upon Participant's entering into
     competition following a Change of Control); or

              (iv)  The discovery by the Bank following Participant's
     termination of or retirement from employment with the Bank or following his
     death, that an event constituting "cause" sufficient for his termination of
     employment or discovery of Participant's previous "unauthorized disclosure
     of confidential information" prior to his termination, retirement or death
     before termination or retirement, in which case all payments under the Plan
     to or with respect to Participant shall cease and all payments previously
     made to Participant or his Beneficiary under the Plan shall be returned to
     the Bank.

All determinations relative to the forfeiture of Supplemental Retirement
Benefits hereunder shall be made by the Board of Directors of the Company.

     5.2(b)   For purposes of this Section 5.2:

              (i)   "Cause" means (i) the willful and continued failure by
     Participant to substantially perform his duties as an employee (other than
     any such failure resulting from his incapacity due to physical or mental
     illness) after a written demand for substantial performance is delivered to
     Participant by the Board (excluding Participant) and which failure has not
     been cured as hereinafter provided, which demand specifically identifies
     the manner in which the Board believes that Participant has not
     substantially performed his duties, or (ii) the willful engaging by
     Participant in illegal conduct or any conduct which is demonstrably and
     materially injurious to the Corporation or Bank. Without limiting the
     generality of the foregoing, Cause shall include the issuance of a removal
     order or similar order by a governmental regulatory agency with appropriate
     jurisdiction prohibiting Participant from participating in the affairs of
     the Corporation or Bank. Any act or failure to act based upon authority
     given pursuant to a resolution duly adopted by the Board of the Corporation
     or Bank Board or based upon the advice of counsel for the Corporation or
     Bank shall be conclusively presumed to be done, or omitted to be done, by
     Participant in good faith and in the best interests of the Corporation and
     Bank. It is also expressly understood and acknowledged by the parties that
     the Participant's attention to matters not directly related to the business
     of the Corporation or Bank shall not provide a basis for termination for
     Cause so long as the Corporation and/or Bank has approved Participant's
     engagement in such activities. Upon

                                        9

<PAGE>

          the issuance of a written demand for substantial performance,
          Participant shall have a reasonable period of time in which to correct
          such alleged violation, provided, however, that the alleged violation
          is neither dishonest nor criminal. The parties acknowledge and agree
          that thirty (30) days shall be deemed a reasonable time in which to
          correct any such alleged violation. If Participant is unable to
          correct the alleged violation within said thirty (30) day period, then
          if the Board (excluding Participant) determines that Participant is
          using his best efforts to make such correction and that the alleged
          violation can be corrected, the Board shall extend the thirty (30) day
          period by such time as is reasonably necessary for Participant to
          effect such correction as expeditiously as practicable.
          Notwithstanding the foregoing, after a Change in Control of the
          Corporation or the Bank, Participant shall not be deemed to be
          terminated for Cause unless and until there shall have been delivered
          to Participant a copy of a resolution duly adopted by the affirmative
          vote of not less than 75% of the entire membership of the Board
          (excluding Participant) at a meeting of such Board called and held for
          such purpose (after a reasonable notice to Participant and an
          opportunity for Participant, together with his counsel, to be heard
          before the Board), finding that in the good faith opinion of the Board
          Participant was guilty of conduct set forth above and specifying the
          particulars thereof in detail. In such event Participant shall have a
          reasonable period of time in which to correct the alleged violation,
          provided, however, that the alleged violation is neither dishonest nor
          criminal. As in the case of an alleged violation prior to a Change in
          Control, it is agreed that thirty (30) days (extended by the Board, if
          necessary, as outlined above) shall be deemed a reasonable time in
          which to correct any such alleged violation.

               (ii)   "Competition" means engaging by Participant, without the
          written consent of the Board or a person authorized thereby, in a
          business as a more than one percent (1%) stockholder, an officer, a
          director, an employee, a partner, an agent, a consultant, or any other
          individual or representative capacity (unless Participant's duties,
          responsibilities, and activities, including supervisory activities,
          for or on behalf of such business, are not related in any way to such
          "competitive activity") if it involves:

                      (A)  Engaging in, or entering into services or providing
               advice pertaining to, any line of business that the Bank, the
               Corporation or any Affiliate actively conducts or develops in
               competition with the Bank, the Corporation or any Affiliate in
               the same geographic area (generally, within a one hundred (100)
               mile radius of Roanoke, Virginia) as such line of business is
               then conducted, or

                      (B)  Employing or soliciting for employment any employees
               of the Bank, the Corporation or any Affiliate.

               (iii)  "Unauthorized disclosure of confidential information"
          means the disclosure by Participant, without the written consent of
          the Board or a person authorized thereby, to any person other than as
          required by law or court order, or other than to an authorized
          employee of the Bank, the Corporation or an Affiliate, or to a person
          to whom disclosure is necessary or appropriate in connection with the
          performance by Participant of his duties as an employee or director of
          the Bank, the Corporation or an Affiliate (including, but not limited
          to, disclosure to the Corporation's or an Affiliate's outside

                                       10

<PAGE>

     counsel, accountants or bankers of financial data properly requested by
     such persons and approved by an authorized officer of the Bank or the
     Corporation), any confidential information of the Bank or the Corporation
     or any Affiliate with respect to any of the products, services, customers,
     suppliers, marketing techniques, methods or future plans of the Bank, the
     Corporation or any Affiliate; provided, however, that:

               (A)  Confidential information shall not include any information
            known generally to the ,public (other than as a result of
            unauthorized disclosure by Participant) or any information of a type
            not otherwise considered confidential by persons engaged in the same
            business or a business similar to that conducted by the Bank, the
            Corporation or any Affiliate; and

               (B)  Participant shall be allowed to disclose confidential
            information to his attorney solely for the purpose of ascertaining
            whether such information is confidential within the intent of the
            Plan, but only so long as Participant both discloses to his attorney
            the provisions of this paragraph and agrees not to waive the
            attorney-client privilege with respect thereto.


                                   ARTICLE VI
                               Payment of Benefits
                               -------------------

     6.1    Time and Manner for Payment of Supplemental Benefit.
            ---------------------------------------------------

     6.1(a) Participant's Supplemental Retirement Benefit shall be payable
commencing the first day of the month following Participant's Normal or Delayed
Retirement Date on which he retires. Subject to the forfeiture events of
paragraph 5.2, benefits shall be payable to Participant in the form of one
hundred eighty (180) monthly installments.

     6.1(b) Participant's Supplemental Retirement Benefit shall be payable
commencing on the first day of the month following his Normal Retirement Date if
he terminates employment for any reason.

     6.1(c) Any Supplemental Death Benefit shall be payable to Participant's
designated Beneficiary beginning on the first day of the month immediately
following the date of Participant's death and shall be payable for a period of
one hundred eighty (180) months.

     6.2    Benefit Determination and Payment Procedure. The Administrator shall
            -------------------------------------------
make all determinations concerning eligibility for benefits under the Plan, the
time or terms of payment, to Participant or Participant's Beneficiary, in the
event of Participant's death.

     6.3    Payments to Minors and Incompetents. If Participant or his
            -----------------------------------
designated Beneficiary is a minor or is adjudged to be legally incapable of
giving valid receipt and discharge for such benefits, or is deemed so by the
Administrator, benefits will be paid to such person as the Administrator may
designate for the benefit of Participant or Beneficiary. Such payments

                                       11

<PAGE>

shall be considered a direct payment to such Participant or Beneficiary and
shall, to the extent made, be deemed a complete discharge of any liability for
such payments under the Plan.

     6.4    Distribution of Benefit When Distributee Cannot Be Located. The
            ----------------------------------------------------------
Administrator shall make all reasonable attempts to determine the identity
and/or whereabouts of Participant or his Beneficiary entitled to benefits under
the Plan, including the mailing by certified mail of a notice to the last known
address shown on the Bank's records. If the Administrator is unable to locate
such a person entitled to benefits hereunder, or if there has been no claim made
for such benefits, the Bank shall continue to hold the benefit due such person,
subject to any applicable statute of escheats.

     6.5    Claims Procedure.
            ----------------

     6.5(a) Participant or his designated Beneficiary (the "claimant") shall
have the right to request any benefit under the Plan by filing a written claim
for any such benefit with the Administrator on a form provided by the
Administrator for such purpose. The Administrator shall give such claim due
consideration and shall either approve or deny it in whole or in part. Within
ninety (90) days following receipt of such claim by the Administrator, notice of
any denial thereof, in whole or in part, shall be delivered to, and a receipt
therefor shall be obtained from, the claimant or his duly authorized
representative or such notice of denial shall be sent by registered mail to the
claimant, or his duly authorized representative, at the address shown on the
claim form or such individual's last known address. The ninety (90) day response
period may be extended to one hundred eighty (180) days after receipt of the
claimant's claim if special circumstances exist and if written notice of the
extension to one hundred eighty (180) days indicating the special circumstances
involved and the date by which a decision is expected to be made is furnished to
the claimant within ninety (90) days after receipt of the claimant's claim. Such
notice of denial shall be written in a manner calculated to be understoodstood
by the claimant and shall:

            (i)   Set forth a specific reason or reasons for the denial,

            (ii)  Make specific reference to the pertinent provisions of the
     Plan on which any denial of benefits is based,

            (iii) Describe any additional material or information necessary for
     the claimant to perfect the claim and explain why such material or
     information is necessary, and

            (iv)  Explain the claim review procedure of subparagraph 6.5(b).

If such notice of denial is not provided to the claimant within the applicable
ninety (90) day or one hundred eighty (180) day period, the claimant's claim
shall be considered denied for purposes of the claim review procedure of
subparagraph 6.5(b).

     6.5(b) A Participant or Beneficiary whose claim filed pursuant to
subparagraph 6.5(a) has been denied, in whole or in part, may, within sixty (60)
days following receipt of notice of such denial, or following the expiration of
the applicable period provided for in subparagraph

                                       12

<PAGE>

6.5(a) for notifying the claimant of the decision on the claim if no notice of
denial is provided, make written application to the Board for a review of such
claim, which application shall be filed with the Board. For purposes of such
review, the claimant or his duly authorized representative may review Plan
documents pertinent to such claim and may submit to the Board written issues and
comments respecting such claim. The Board may schedule and hold a hearing. The
Board shall make a full and fair review of any denial of a claim for benefits
and issue its decision thereon promptly, but in no event later than sixty (60)
days after receipt by the Board of the claimant request for review, or one
hundred twenty (120) days after such receipt if a hearing is to be held or if
other special circumstances exist and if written notice of the extension to one
hundred twenty (120) days is furnished to the claimant within sixty (60) days
after the receipt of the claimant's request for a review. Such decision shall be
in writing, delivered to the claimant and shall:

            (i)   Include specific reasons for the decision,

            (ii)  Be written in a manner calculated to be understood by the
     claimant, and

            (iii) Contain specific references to the pertinent Plan provisions
     on which the decision is based.

The Board's decision made in good faith shall be final.

                                   ARTICLE VII
                                     Funding
                                     -------

     7.1    Funding.
            -------

     7.1(a) The undertaking to pay the benefits hereunder shall be an unfunded
obligation payable solely from the general assets of the Bank and shall be
subject to the claims of the Bank's creditors.

     7.1(b) Except as provided in any Trust that may be established as provided
in paragraph 7.2, nothing contained in the Plan and no action taken pursuant to
the provisions of the Plan shall create, or be construed to create, a trust of
any kind or a fiduciary relationship between the Bank and Participant or his
designated Beneficiary or any other person or to give Participant or his
Beneficiary any right, title or interest in any specific asset or assets of the
Bank. To the extent that Participant or a Beneficiary acquires a right to
receive payments from the Bank under the Plan, such rights shall be no greater
than the right of any unsecured general creditor of the Bank

     7.2    Use of Rabbi Trust Permitted. Subject to the obligations described
            ----------------------------
in paragraph 7.3, the Bank may in its sole discretion elect to establish and
fund a "Rabbi" Trust for the purpose of providing benefits under the Plan.

     7.3    Obligations upon Change of Control. Upon the occurrence of a Change
            ----------------------------------
of Control, the Bank shall be obligated to establish (if one does not already
exits) and deposit into a

                                       13

<PAGE>

"Rabbi" trust the actuarially determined present value of Participants vested
Supplemental Retirement Benefits determined as of the effective date of the
Change of Control. Alternatively, the Bank may obtain a written and binding
obligation from the party or parties that will exercise effective control
following the Change of Control, that the obligations to Participant under this
Plan will be assumed and continued by such party.

                                  ARTICLE VIII
                               Plan Administration
                               -------------------

         8.1 Appointment of Plan Administrator. The Bank may appoint its Board
             ---------------------------------
of Directors, the Human Resources Subcommittee of the Board of Directors or one
or more persons who may or may not also be members of the Board of Directors to
serve as the Plan Administrator (the "Administrator") for the purpose of
carrying out the duties specifically imposed on the Administrator by this Plan,
the Act and the Code. In the event more than one person is appointed, the
persons shall form an administrative committee for the Plan. The person or
committeemen serving as Administrator shall serve for indefinite terms at the
pleasure of the Bank, and may, by sixty (60) days prior written notice to the
Bank, resign or otherwise terminate such appointment.

         8.2 Bank as Plan Administrator. In the event that no Administrator is
             --------------------------
appointed or in office pursuant to paragraph 8. 1, the Board of Directors of the
Bank shall be the Administrator.

         8.3 Compensation and Expenses. Unless otherwise determined and paid by
             -------------------------
the Board of Directors, the person or committeemen serving as the Administrator
shall serve without compensation for service as such. All expenses of the
Administrator shall be paid by the Bank.

         8.4 Procedure if a Committee. If the Administrator is a committee other
             ------------------------
than the Human Resources Committee or other standing subcommittee established by
the Board of Directors, it shall appoint from its members a Chairman and a
Secretary. The Secretary shall keep records as may be necessary of the acts and
resolutions of such committee and be prepared to furnish reports thereof to the
Bank. Except as otherwise provided, all instruments executed on behalf of such
committee may be executed by its Chairman or Secretary.

         8.5 Action by Majority Vote if a Committee. If the Administrator is a
             --------------------------------------
committee, its action in a matters, questions and decisions shall be determined
by a majority vote of its members qualified to act thereon. They may meet
informally or take any action without the necessity of meeting as a group.

         8.6 Appointment of Successors. Upon the death, resignation or removal
             -------------------------
of a person serving as, or on a committee which serves as the Administrator of
the Plan, the Bank, by its Board of Directors may but need not, appoint a
successor.

         8.7 Additional Duties and Responsibilities. The Administrator shall
             --------------------------------------
have the following duties and responsibilities in addition to those expressly
provided elsewhere in the Plan:

                                       14

<PAGE>

         8.7(a) The Administrator shall be responsible for the fulfillment of
all relevant reporting and disclosure requirements set forth in the Act and the
Code, the distribution thereof to Participant and his Beneficiaries and the
filing thereof with the appropriate governmental officials and agencies.

         8.7(b) The Administrator shall maintain and retain necessary records
respecting administration of the Plan and matters upon which disclosure is
required under the Act and the Code.

         8.7(c) The Administrator shall make any elections for the Plan under
the Act or the Code.

         8.7(d) The Administrator shall make all determinations regarding
eligibility for benefits under the Plan.

         8.7(e) The Administrator shall have the right to settle claims against
the Plan and to make such equitable adjustments in Participant's or his
Beneficiary's rights or entitlements under the Plan as it deems appropriate in
the event an error or omission is discovered or claimed in the operation or
administration of the Plan.

         8.8    Power and Authority. The Administrator is hereby vested with all
                -------------------
the power and authority necessary in order to carry out its duties and
responsibilities in connection with the administration of the Plan, including
the power to interpret the provisions of the Plan. For such purpose, the
Administrator shall have the power to adopt rules and regulations consistent
with the terms of the Plan.

         8.9    Availability of Records. The Bank shall, at the request of the
                -----------------------
Administrator, make available necessary records or other information they
possess which may be required by the Administrator in order to carry out its
duties hereunder.

         8.10   No Action with Respect to Own Benefit. If Participant also
                -------------------------------------
serves as a member of the Administrative Committee, such Participant shall not
take any part as the Administrator in any discretionary action in connection
with his participation as an individual. Such action shall be taken by the
remaining Administrator, if any, or otherwise by the Bank Board of Directors.

         8.11   Plan Interpretation. The Administrator may construe the Plan,
                -------------------
correct defects, supply omissions or reconcile inconsistencies to the extent
necessary to effectuate the Plan and such action shall be conclusive.

                                       15

<PAGE>

                                   ARTICLE IX
                        Amendment and Termination of Plan
                        ---------------------------------

         9.1    Amendment or Termination of the Plan.
                ------------------------------------

         9.1(a) The Plan may be terminated at any time by the Board. Upon
termination of the Plan and subject to the forfeiture events described in
paragraph 5.2, the Supplemental Retirement Benefit or, if applicable, the
Supplemental Death Benefit of each Participant shall become vested and
non-forfeitable.

         9.1(b) The Plan may be amended in whole or in part from time to time by
the Board effective as of any date specified. No amendment shall operate to
decrease Participant's vested Supplemental Retirement Benefit or, if applicable,
Supplemental Death Benefit determined as though Participant had terminated
employment as of the earlier of the date on which the amendment is approved by
the Board or the date on which an instrument of amendment is signed on behalf of
the Bank.

         9.1(c) The Bank hereby delegates to the Administrator the right to
modify, alter, or amend the Plan in whole or in part to make any technical
modification, alteration or amendment which in the opinion of counsel for the
Bank is required by law and is deemed advisable by the Administrator and to make
any other modification, alteration or amendment which does not, in the
Administrator's view, substantially increase costs, contributions or benefits
and does not materially affect the eligibility, vesting or benefit accrual or
allocation provisions of the Plan.


                                    ARTICLE X
                                  Miscellaneous
                                  -------------

         10.1   Non-assignability. The interest of Participant under the Plan
                -----------------
are not subject to claims of the Participants' creditors; and neither
Participant, nor his Beneficiary, shall have any right to sell, assign, transfer
or otherwise convey the right to receive any payments hereunder or any interest
under the Plan, which payments and interest are expressly declared to be
non-assignable and non-transferable.

         10.2   Right to Requirement Information and Reliance Thereon. The Bank
                -----------------------------------------------------
or the Administrator shall have the right to require Participant, his
Beneficiary or other person receiving benefit payments to provide it with such
information, in writing, and in such form as to may deem necessary to the
administration of the Plan and may relay thereon in carrying out its duties
hereunder. Any payment to or on behalf of Participant or his Beneficiary in
accordance with the provisions of the Plan in good faith reliance upon any such
written information provided by Participant or any other person to whom such
payment is made shall be in full satisfaction of all claims by Participant and
his Beneficiary; and any payment to or on behalf of a Beneficiary in accordance
with the provision so the Plan in good faith reliance upon any such written
information provided by such Beneficiary or any other person to whom such
payment is made shall be in full satisfaction of all claims by such Beneficiary.

                                       16

<PAGE>

         10.3  Notices and Elections. All notices required to be given in
               ---------------------
writing and all elections required to be made in writing, under any provision of
the Plan, shall be invalid unless made on such forms as may be provided or
approved by the Administrator and, in the case of a notice or election by
Participant or his Beneficiary, unless executed by Participant or his
Beneficiary giving such notice or making such election.

         10.4  Delegation of Authority. Whenever the Bank is permitted or
               -----------------------
required to perform any act, such act may be performed by its Chief Executive
Officer or other person duly authorized by its Chief Executive Officer or the
Board.

         10.5  Service of Process. The Administrator shall be the agent for
               ------------------
service of process on the Plan.


         10.6  Governing Law. The Plan shall be construed, enforced and
               -------------
administered in accordance with the laws of the Commonwealth of Virginia, and
any federal law which preempts the same.

         10.7  Binding Effect. The Plan shall be binding upon and inure to the
               --------------
benefit of the Bank, its successors and assigns, and the Participant and his
heirs, executors, administrators and legal representatives.

         10.8  Severability. If any provision of the Plan should for any reason
               ------------
be declared invalid or unenforceable by a court of competent jurisdiction, the
remaining provisions shall nevertheless remain in full force and effect.

         10.9  No Effect on Employment Agreement. The Plan shall not be
               ---------------------------------
considered or construed to modify: amend or supersede any employment agreement
between the Bank and Participant heretofore or hereafter entered into unless so
specifically provided.

         10.10 Gender and Number. In the construction of the Plan, the masculine
               -----------------
shall include the feminine or neuter and the singular shall include the plural
and vice-versa in all cases where such meanings would be appropriate.

         10.11 Titles and Captions. Titles and captions and headings herein have
               -------------------
been inserted for convenience of reference only and are to be ignored in any
construction of the provisions hereof.

         10.12 Construction. The Plan has been designed to be an unfunded plan
               ------------
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees as described in the
Act, and shall be interpreted and administered as such.

                                       17

<PAGE>

                                 EXHIBIT 3.1(b)
                                 --------------


      Assumptions for computation of Supplemental Retirement Benefit.

      1.   Projected Compensation at Normal Retirement:  ___________________

      2.   Target Retirement Benefit:  ___________________

      3.   Interest Factor:  __________________

      4.   Target Annual Accruals during Plan Term: _________________________

                                                    _________________________

                                                    _________________________

                                                    _________________________

                                                    _________________________

                                       18