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                                                                    EXHIBIT 10.7

                FIRST COMMUNITY BANCSHARES, INC. 401(k) WRAP PLAN

                                  PLAN DOCUMENT



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                                TABLE OF CONTENTS

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<S>                                                                                                            <C>
ARTICLE I         PURPOSE OF THE PLAN........................................................................    1

  1.1             Purpose of the Plan........................................................................    1

ARTICLE II        DEFINITIONS................................................................................    1

  2.1             Account....................................................................................    1
  2.2             Basic Plan.................................................................................    1
  2.3             Beneficiary................................................................................    1
  2.4             Board......................................................................................    1
  2.5             Code.......................................................................................    1
  2.6             Company....................................................................................    1
  2.7             Company Credit.............................................................................    1
  2.8             Compensation...............................................................................    1
  2.9             Deferral Contribution......................................................................    1
  2.10            Effective Date.............................................................................    1
  2.11            Eligible Employee..........................................................................    1
  2.12            Matching Contribution......................................................................    2
  2.13            Nonqualified Deferral Credit Account.......................................................    2
  2.14            Nonqualified Matching Account..............................................................    2
  2.15            Participant................................................................................    2
  2.16            Participant Enrollment and Election Form...................................................    2
  2.17            Plan.......................................................................................    2
  2.18            Plan Year..................................................................................    2
  2.19            Trust......................................................................................    2
  2.20            Trustee....................................................................................    2
  2.21            Valuation Date.............................................................................    2

ARTICLE III       ELIGIBILITY AND PARTICIPATION

  3.1             Requirements...............................................................................    2
  3.2             Re-employment..............................................................................    2
  3.3             Change of Employment Category..............................................................    3

ARTICLE IV        NONQUALIFIED DEFERRAL CREDITS

  4.1             Nonqualified Deferral Elections............................................................    3
  4.2             Payroll Deductions.........................................................................    3
  4.3             Timing of Credit...........................................................................    3

ARTICLE V         NONQUALIFIED MATCHING CREDITS

  5.1             Nonqualified Matching Percentage...........................................................    3
  5.2             Timing of Match............................................................................    3

ARTICLE VI        COMPANY CREDIT

  6.1             Company Credit.............................................................................    3
  6.2             Timing of Credit...........................................................................    3
</TABLE>

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<TABLE>
<S>                                                                                                            <C>
ARTICLE VII       PLAN ACCOUNTS

  7.1             Establishment of Accounts..................................................................    4
  7.2             Nonqualified Deferral Account..............................................................    4
  7.3             Nonqualified Matching Account..............................................................    4
  7.4             Company Credit Account.....................................................................    4
  7.5             Allocation of Income.......................................................................    4
  7.6             Accounting for Distributions...............................................................    4

ARTICLE VIII      ANNUAL TRANSFER OR DISTRIBUTIONS

  8.1             In General.................................................................................    4
  8.2             Nonqualified Deferral Account Transfer or Distribution Amount..............................    4
  8.3             Nonqualified Matching Account Transfers or Distribution Amount.............................    4
  8.4             Account Transfers or Distributions.........................................................    4
  8.5             Frequency of Transfers or Distributions....................................................    4
  8.6             Restriction................................................................................    5

ARTICLE IX        VESTING

  9.1             Nonqualified Deferral Credits..............................................................    5
  9.2             Nonqualified Matching Credits..............................................................    5
  9.3             Company Credits............................................................................    5
  9.4             Years of Service...........................................................................    5

ARTICLE X         PAYMENTS OF BENEFITS

 10.1             Payments of Benefits.......................................................................    5
 10.2             Payment Upon Hardship......................................................................    6

ARTICLE XI        FORFEITURES

 11.1             Forfeitures................................................................................    6

ARTICLE XII       THE TRUST

 12.1             Establishment of Trust.....................................................................    6

ARTICLE XIII      ADMINISTRATION

 13.1             Administrative Authority...................................................................    6
 13.2             Mutual Exclusion of Responsibility.........................................................    7
 13.3             Uniformity of Discretionary Acts...........................................................    7
 13.4             Litigation.................................................................................    7
 13.5             Payment of Administration Expenses.........................................................    7
 13.6             Claims Procedure...........................................................................    7
 13.7             Liability of Committee, Indemnification....................................................    8
 13.8             Taxes......................................................................................    8
 13.9             Attorney's Fees............................................................................    8
</TABLE>

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<TABLE>
<S>                                                                                                            <C>
ARTICLE XIV       MISCELLANEOUS

 14.1             No Guarantee of Employment.................................................................    8
 14.2             Alienation of Benefits.....................................................................    8
 14.3             General Creditor Status....................................................................    8

ARTICLE XV        AMENDMENT, TERMINATION, OR MERGER OF PLAN

 15.1             Amendment..................................................................................    9
 15.2             Termination................................................................................    9
 15.3             Notice of Amendment or Termination.........................................................    9
</TABLE>

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                           ARTICLE I - PURPOSE OF PLAN

1.1      PURPOSE OF PLAN. First Community Bancshares, Inc. (the Company) intends
         and desires by the adoption of this Plan to recognize the value to the
         Company of the services rendered by Eligible Employees covered by the
         Plan and to encourage and assure their continued service with the
         Company by making more adequate provisions for their future retirement
         security.

         This Plan has been adopted to provide certain management and/or highly
         compensated employees of First Community Bancshares, Inc. covered under
         the First Community Bancshares, Inc. Employee Stock Ownership and
         Savings Plan (the "Basic Plan") the opportunity to accumulate deferred
         compensation which cannot be accumulated under the Basic Plan because
         of the limitations on deferrals under Code Section 402(g) (the
         "Deferral Limit"), the limitations on annual additions under Code
         Section 415 (the "415 Limit"), the limitations on tax-qualified pension
         plan benefits under Code Section 401(a)(17)(the "Pay Cap"), and/or
         because Deferral Contributions and Matching Contributions have been
         required to be returned under the Basic Plan because of the
         nondiscrimination rules under Code Sections 401(k)(3)("ADP
         Restrictions") or 401(m)(2)("ACP Restrictions").

         This Plan is intended to be "a plan which is unfunded and maintained by
         an employer primarily for the purpose of providing deferred
         compensation for a select group of management or highly compensated
         employees" within the meaning of Sections 201(2) and 301(a)(3) of the
         Employee Retirement Income Security Act of 1974 ("ERISA") and shall be
         interpreted and administered in a manner consistent with that intent.

                            ARTICLE II - DEFINITIONS

2.1      ACCOUNT means those separate book reserve accounts established and
         maintained under the Plan in the name of each Participant as required
         pursuant to the provisions of Article VII.

2.2      BASIC PLAN means the First Community Bancshares, Inc. Employee Stock
         Ownership and Savings Plan.

2.3      BENEFICIARY means a Participant's beneficiary or beneficiaries
         identified under the Basic Plan.

2.4      BOARD means the Board of Directors of First Community Bancshares, Inc.

2.5      CODE means the Internal Revenue Code of 1986 and the regulations
         thereunder, as amended from time to time.

2.6      COMPANY means First Community Bancshares, Inc. or any company which is
         a successor as a result of merger, consolidation, liquidation, transfer
         of assets, or other reorganization as well as any company which is a
         subsidiary of First Community Bancshares, Inc.

2.7      COMPANY CREDIT means an amount credited to the Account of a Participant
         by the Company pursuant to the provisions of Article VI.

2.8      COMPENSATION means "Compensation" as that term is defined in the Basic
         Plan.

2.9      DEFERRAL CONTRIBUTION means those contributions by the Company to the
         Basic Plan for a Plan year on behalf of and on account of the qualified
         cash or deferral elections within the meaning of Code Section 401(k)
         made by the participants in the Basic Plan.

2.10     EFFECTIVE DATE means July 1, 1996.

2.11     ELIGIBLE EMPLOYEE means a person employed by the Company who is
         determined by the Company to be a member of a select group of
         management or highly compensated employees, who is designated by the

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         Company to be eligible under the Plan, and who is a participant in the
         Basic Plan. By the first day of the month prior to the beginning of a
         Plan Year, the Company shall notify those individuals, if any, who will
         be Eligible Employees for the next Plan Year and succeeding Plan Years.
         If the Company determines that an employee first becomes an Eligible
         Employee during a Plan Year, the Company shall notify such employee of
         its determination and of the date during the Plan Year on which the
         employee shall first become an Eligible Employee.

2.12     MATCHING CONTRIBUTION means those contributions by the Company to the
         Basic Plan for a Plan Year on account of the Deferral Contributions
         made during that Plan Year by the participants in the Basic Plan.

2.13     NONQUALIFIED DEFERRAL CREDIT means Compensation that is due to be
         earned and which would otherwise be paid to the Participant, which the
         Participant elects to defer under the Plan, determined without regard
         to the Deferral Limit, the 415 Limit, the Pay Cap or the ADP
         Restrictions under the Basic Plan, and which is credited on behalf of
         each Participant by the Company to the Account of the Participant
         pursuant to the provisions of Article V.

2.14     NONQUALIFIED MATCHING CREDIT means an amount credited to the Account of
         the Participant by the Company, pursuant to the provisions of Article
         V.

2.15     PARTICIPANT means any person so designated in accordance with the
         provisions of Article III, including, where appropriate according to
         the context of the Plan, any former employee who is or may become (or
         whose Beneficiaries may become) eligible to receive a benefit under the
         Plan.

2.16     PARTICIPANT ENROLLMENT AND ELECTION FORM means the form on which a
         Participant elects to defer Compensation hereunder, makes a qualified
         cash or deferral election under the Basic Plan, and makes certain other
         designations as required thereon.

2.17     PLAN means this First Community Bancshares, Inc. and Affiliates Wrap
         Plan.

2.18     PLAN YEAR means the "Plan Year" as that term is defined in the Basic
         Plan, except for the initial Plan year beginning on the Effective Date
         and ending on December 31, 1996.

2.19     TRUST means the trust fund, if any, established pursuant to the Plan.

2.20     TRUSTEE means the trustee named in the agreement establishing the Trust
         and such successor and/or additional trustees as may be named pursuant
         to the terms of the agreement establishing the Trust.

2.21     VALUATION DATE means the last day of each Plan Year and any other date
         that the Company, in its sole discretion, designates as a Valuation
         Date.

                   ARTICLE III - ELIGIBILITY AND PARTICIPATION

3.1      REQUIREMENTS. Every Eligible Employee as of the Effective Date shall be
         eligible to become a Participant on the Effective Date. Every other
         Eligible Employee shall be eligible to become a Participant on the
         first day of the Plan Year occurring after the date on which he or she
         becomes an Eligible Employee. No individual shall become a Participant,
         however, if he or she is not an Eligible Employee on the date his or
         her participation is to begin.

         Participation in the Plan is voluntary. In order to participate, an
         otherwise Eligible Employee must execute a valid Participant Enrollment
         and Election Form in such manner as the company may require electing to
         defer Compensation to be earned following the election in return for
         Nonqualified Deferral Credits as provided in Article IV.

3.2      RE-EMPLOYMENT. If a Participant whose employment with the Company is
         terminated is subsequently re-

                                       2

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         employed, he or she shall re-enter the Plan in accordance with the
         provisions of Section 3.1 of this Article.

3.3      CHANGE OF EMPLOYMENT CATEGORY. During any period in which a Participant
         remains in the employ of the Company, but either ceases to be an
         Eligible Employee or a participant in the Basic Plan, he or she shall
         not be eligible to receive additional Nonqualified Deferral Credits
         under this Plan.

                   ARTICLE IV - NONQUALIFIED DEFERRAL CREDITS

4.1      NONQUALIFIED DEFERRAL ELECTIONS. In accordance with rules established
         by the Company, a Participant may elect to defer Compensation and
         receive Nonqualified Deferral Credits with respect to a Plan Year by
         completing a Participant Enrollment and Election Form and delivering it
         to the Company no later than the last day of the last month immediately
         preceding the Plan Year. Once made, such election shall be irrevocable
         with respect to the Plan Year.

4.2      PAYROLL DEDUCTIONS. Compensation deferrals pursuant to a Participant
         Enrollment and Election Form shall be made through payroll deductions.
         The Participant may change the amount of his or her deferral by
         delivering to the Company prior to the beginning of any Plan Year a new
         Participant Enrollment and Election Form, with such change being first
         effective for compensation to be earned in that Plan Year. Once made, a
         payroll deduction election shall continue in force indefinitely, until
         changed by the Participant on a subsequent Participant Enrollment and
         Election Form delivered to the Company.

4.3      TIMING OF CREDIT. Nonqualified Deferral Credits, in an amount equal to
         the Compensation deferred by the Participant shall be made at the same
         time and in the same manner as Deferral Contributions would have been
         made under the Basic Plan with respect to such amounts.

                    ARTICLE V - NONQUALIFIED MATCHING CREDITS

5.1      NONQUALIFIED MATCHING PERCENTAGE. The Company shall contribute and
         allocate a Nonqualified Matching Credit to each eligible Participant's
         account due to the Participant's Nonqualified Deferral Credits for a
         Plan Year. A Nonqualified Matching Credit is intended to compensate for
         the shortfall experienced in a Participant's account due to the
         Participant's inability to receive a full Matching Contribution under
         the Company's Basic Plan, because of maximum contribution limits set by
         the Internal Revenue Code.

5.2      TIMING OF MATCH. Nonqualified Matching Credits shall be made at the
         same time and in the same manner as Matching Contributions would have
         been made under the Basic Plan with respect to the Nonqualified
         Deferral Credits of the Participant.

                          ARTICLE VI - COMPANY CREDITS

6.1      COMPANY CREDIT. In its sole discretion, the Company may make a Company
         Credit on behalf of the Participant, in an amount determined by the
         Company in accordance with (a) and/or (b) below:

         (a)      A percentage of each Participant's Compensation for the Plan
                  Year.

         (b)      A percentage of some or all of the Participant's Nonqualified
                  Deferral Credits for the Plan Year.

6.2      TIMING OF CREDIT. Company Credits shall be made as soon as
         administratively feasible after declared by the Board.



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                           ARTICLE VII - PLAN ACCOUNTS

7.1      ESTABLISHMENT OF ACCOUNTS. There shall be established and maintained by
         the Company separate book reserve Accounts in the name of each
         Participant, as required and as described in this Article VII.

7.2      NONQUALIFIED DEFERRAL ACCOUNT. The Company shall establish an Account
         to which are credited a Participant's Nonqualified Deferral Credits,
         plus amounts equal to any deemed income, gains, or losses attributable
         or allocable to interest as determined by the Company.

7.3      NONQUALIFIED MATCHING ACCOUNT. The Company shall establish an Account
         to which are credited a Participant's Nonqualified Matching Credits,
         plus amounts equal to any deemed income, gains, or losses attributable
         or allocable to interest as determined by the Company.

7.4      COMPANY CREDIT ACCOUNT. The Company shall establish an Account to which
         are credited a Participant's Company Credits, plus amounts equal to any
         deemed income, gains, or losses attributable or allocable to interest
         as determined by the Company.

7.5      ALLOCATION OF INCOME. Accounts of a Participant shall be credited with
         the deemed income, gain or losses determined under the First Community
         Bancshares, Inc. and Affiliates Wrap Plan Trust Agreement.

7.6      ACCOUNTING FOR DISTRIBUTIONS. As of the date of any distribution under
         the Plan to a Participant or his or her Beneficiary or Beneficiaries,
         such distribution shall be charged to the applicable Participant's
         Account.

                ARTICLE VIII - ANNUAL TRANSFERS OR DISTRIBUTIONS

8.1      IN GENERAL. A transfer or distribution made pursuant to this Article
         shall not constitute a Payment of Benefits, as that phrase is
         referenced in Article XI.

8.2      NONQUALIFIED DEFERRAL ACCOUNT TRANSFER OR DISTRIBUTION AMOUNT. As soon
         as administratively feasible after the end of the Plan Year, the
         Company shall determine all the Nonqualified Deferral Credits made to
         each Participant's Nonqualified Deferral Account for that Plan Year
         (excluding earnings attributable thereto), eligible for transfer to the
         Basic Plan or distribution. In no event shall the amount so determined,
         if transferred directly to the Basic Plan, cause the Basic Plan to
         exceed the ADP Restrictions or the Deferral Limit for such Plan Year.

8.3      NONQUALIFIED MATCHING ACCOUNT TRANSFER OR DISTRIBUTION AMOUNT. As soon
         as administratively feasible after the end of the Plan Year, the
         Company shall determine all the Nonqualified Matching Credits made to
         each Participant's Nonqualified Matching Account for that Plan Year
         (excluding earnings attributable thereto) with respect to the
         Nonqualified Deferral Credits eligible for transfer to the Basic Plan
         or distribution. In no event shall the amount so determined, if
         allocated as a Matching Contribution to the Participant under the Basic
         Plan, cause the Basic Plan to exceed the ACP Restrictions for such Plan
         Year.

8.4      ACCOUNT TRANSFERS OR DISTRIBUTIONS. No later than March 15, or 75 days
         following the end of the Plan Year, in accordance with the
         Participant's Participant Enrollment and Election Form, the Company
         shall transfer to the Basic Plan, the portion of the Participant's
         Nonqualified Deferral Credits determined in Section 8.2. If the
         Participant has elected an amount for distribution, such amount will
         then be distributed to the Participant and includible in the
         Participant's gross income in the year of distribution. Nonqualified
         Matching Credits made with respect to the Nonqualified Deferral Credits
         transferred to the Basic Plan shall be debited from the Nonqualified
         Account and an equivalent amount shall be allocated as a Matching
         Contribution to the Participant under the Basic Plan.

8.5      FREQUENCY OF TRANSFERS OR DISTRIBUTIONS. In its sole discretion, the
         Company may make multiple transfers or distributions under Sections 8.4
         during the Plan Year.

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8.6      RESTRICTION. No transfer shall occur under Section 8.4 if the terms of
         the Basic Plan preclude acceptance of such transfers.

                              ARTICLE IX - VESTING

9.1      NONQUALIFIED DEFERRAL CREDITS. A Participant shall always be one
         hundred percent (100%) vested in amounts credited to his or her
         Nonqualified Deferral Account.

9.2      NONQUALIFIED MATCHING CREDITS. A Participant shall become one hundred
         percent (100%) vested in amounts credited to his or her Nonqualified
         Matching Account upon death, disability or the attainment of Normal
         Retirement Age (as determined under the Basic Plan). A Participant who
         separates from service from the Company, shall have the vesting
         percentage in his or her Nonqualified Matching Account, subject to the
         forfeiture provisions of Article XI, as shown below:

<TABLE>
<CAPTION>
Years of Service          Vested
----------------          ------
<S>                       <C>
       1                     0%
       2                     0%
       3                     0%
       4                     0%
       5                   100%
</TABLE>

9.3      COMPANY CREDITS. A Participant shall become one hundred percent (100%)
         vested in amounts credited to his or her Company Credit Account upon
         death, disability or the attainment of Normal Retirement Age (as
         determined under the Basic Plan). A Participant who separates from
         service from the Company, shall always have the vesting percentage in
         his or her Company Credit Account, subject to the forfeiture provisions
         of Article XI, as shown below:

<TABLE>
<CAPTION>
Years of Service          Vested
----------------          ------
<S>                       <C>
       1                     0%
       2                     0%
       3                     0%
       4                     0%
       5                   100%
</TABLE>

9.4      YEAR OF SERVICE. For vesting purposes, years of service will be
         determined in the same manner as under the Basic Plan.

                         ARTICLE X - PAYMENT OF BENEFITS

10.1     PAYMENTS OF BENEFITS. The vested Accounts of a Participant shall be
         payable under this Plan on account of the Participant's termination of
         employment, retirement, disability (as determined under the Basic
         Plan), or death a cash lump sum as soon as practical and no later than
         sixty (60) days after the earlier of such termination of employment,
         retirement, occurrence of disability, or death. At least one year prior
         to the Normal Retirement Date of the Participant (as determined under
         the Basic Plan), the Participant may elect

                                       5

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         with the consent of the Board to receive the vested Accounts in a ten
         year installment. In the event of the Participant's death, the
         Participant's vested Accounts under this Plan shall be payable to the
         Participant's Beneficiary.

10.2     PAYMENTS UPON HARDSHIP. In the event of a hardship of the Participant,
         the Participant may apply to the Company for the distribution of all or
         any part of his or her vested Accounts in the Plan. For purposes of
         this Plan, a "hardship" means an unforeseeable emergency that results
         in severe financial hardship to the Participant that cannot be
         satisfied from other reasonably available resources of the Participant.
         Receipt of a hardship distribution does not preclude the Participant
         from continuing and on-going participation in the Plan. In no event
         shall the aggregate amount of the distribution exceed the value of the
         Participant's vested Accounts. For purposes of this Section, the value
         of the Participant's Accounts shall be determined as of the date of the
         distribution. A distribution may be made under this Section only with
         the consent of the Company.

                            ARTICLE XI - FORFEITURES

11.1     FORFEITURES. Notwithstanding the provisions of Sections 9.2 and 9.3 of
         the Plan, a Participant under the Plan who unilaterally and voluntarily
         separates from service with the Company for reasons other than Normal
         Retirement, Early Retirement, death or disability may, at the sole
         discretion of the Company, forfeit the Nonqualified Matching Account
         and/or the Company Credit Account.

                            ARTICLE XII - THE TRUST

12.1     ESTABLISHMENT OF TRUST. The Company may establish a Trust with the
         Trustee, pursuant to such terms and conditions as are set forth in the
         Trust agreement to be entered into between the Company and the Trustee.
         The Trust, if and when established, is intended to be treated as a
         "grantor" trust under the Code, and the establishment of the Trust is
         not intended to cause Participants to realize current income on amounts
         contributed thereto, and the Trust shall be so interpreted.

                          ARTICLE XIII - ADMINISTRATION

13.1     ADMINISTRATIVE AUTHORITY. Except as otherwise specifically provided
         herein, the Company shall have the sole responsibility for and the sole
         control of the operation and administration of the Plan, and shall have
         the power and authority to take all actions and to make all decisions
         and interpretations which may be necessary or appropriate in order to
         administer and operate the Plan, including, without limiting the
         generality of the foregoing, the power, duty, and responsibility to:

         (a)      Resolve and determine all disputes or questions arising under
                  the Plan, including the power to determine the rights of
                  Eligible Employees, Participants, and Beneficiaries, and their
                  respective benefits, and to remedy any ambiguities,
                  inconsistencies, or omissions in the Plan.

         (b)      Adopt such rules or procedure and regulations as in its
                  opinion may be necessary for the proper and efficient
                  administration of the Plan and as are consistent with the
                  Plan.

         (c)      Implement the Plan in accordance with its terms and the rules
                  and regulations adopted as above.

         (d)      Make determinations with respect to the eligibility of any
                  Eligible Employee as a Participant and make determinations
                  concerning the crediting and distribution of Plan Accounts.

         (e)      Appoint any persons or firms, or otherwise act to secure
                  specialized advice or assistance, as it deems necessary or
                  desirable in connection with the administration and operation
                  of the Plan, and the Company shall be entitled to rely
                  conclusively upon, and shall be fully protected in any action
                  or omission taken by it in good faith reliance upon the advice
                  or opinion of such firms or persons. The

                                       6

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                  Company shall have the power and authority to delegate from
                  time to time by written instrument all or any part of its
                  duties, powers, or responsibilities under the Plan, both
                  ministerial and discretionary, as it deems appropriate, to any
                  person or committee, and in the same manner to revoke any such
                  delegation of duties, powers, or responsibilities. Any action
                  of such person or committee in the exercise of such delegated
                  duties, powers, or responsibilities shall have the same force
                  and effect for all purposes hereunder as if such action had
                  been taken by the Company. Further, the Company may authorize
                  one or more persons to execute any certificate or document on
                  behalf of the Company, in which event any person notified by
                  the Company of such authorization shall be entitled to accept
                  and; conclusively rely upon any such certificate or document
                  executed by such person as representing action by the Company
                  until such third person shall have been notified of the
                  revocation of such authority.

13.2     MUTUAL EXCLUSION OF RESPONSIBILITY. Neither the Trustee nor the Company
         shall be obliged to inquire into or be responsible for any act or
         failure to act, or the authority therefor, on the part of the other.

13.3     UNIFORMITY OF DISCRETIONARY ACTS. Whenever in the administration or
         operation of the Plan discretionary actions by the Company are required
         or permitted, such actions shall be consistently and uniformly applied
         to all persons similarly situated, and no such action shall be taken
         which shall discriminate in favor of any particular person or group of
         persons.

13.4     LITIGATION. Except as may be otherwise required by law, in any action
         or judicial proceeding affecting the Plan, no Participant or
         Beneficiary shall be entitled to any notice or service of process, and
         any final judgment entered in such action shall be binding on all
         persons interested in, or claiming under, the Plan.

13.5     PAYMENT OF ADMINISTRATION EXPENSES. All expenses incurred in the
         administration and operation of the Plan and the Trust, including any
         taxes payable by the Company in respect of the Plan or Trust or payable
         by or from the Trust pursuant to its terms, shall be paid by the
         Company.

13.6     CLAIMS PROCEDURE.

         (a)      Notice of Claim. Any Eligible Employee or beneficiary, or the
                  duly authorized representative of an Eligible Employee or
                  beneficiary, may file with the Company a claim for a Plan
                  benefit. Such a claim must be in writing on a form provided by
                  the Company and must be delivered to the Company, in person or
                  by mail, postage prepaid. Within ninety (90) days after the
                  receipt of such a claim, the Company shall send to the
                  claimant, by mail, postage prepaid, a notice of the granting
                  or the denying, in whole or in part, of such claim, unless
                  special circumstances require an extension of time for
                  processing the claim. In no event may the extension exceed
                  ninety (90) days from the end of the initial period. If such
                  an extension is necessary, the claimant will be given a
                  written notice to this effect prior to the expiration of the
                  initial ninety (90) day period. The Company shall have full
                  discretion to deny or grant a claim in whole or in part in
                  accordance with the terms of the plan. If notice of the denial
                  of a claim is not furnished in accordance with this Section,
                  the claim shall be denied and the claimant shall be permitted
                  to exercise his or her right to review pursuant to Sections
                  14.6(c) and 14.6(d) of the Plan, as applicable.

         (b)      Action on Claim. The Company shall provide to every claimant
                  who is denied a claim for benefits a written notice setting
                  forth, in a manner calculated to be understood by the
                  claimant:

                  (i)      The specific reason or reasons for the denial;

                  (ii)     A specific reference to the pertinent Plan provisions
                           on which the denial is based;

                  (iii)    A description of any additional material or
                           information necessary of the claimant to perfect the
                           claim and an explanation of why such material or
                           information is necessary; and

                  (iv)     An explanation of the Plan's claim review procedure.

                                       7

<PAGE>

         (c)      Review of Denial. Within sixty (60) days after the receipt by
                  a claimant of written notification of the denial (in whole or
                  in part) of a claim, the claimant or the claimant's duly
                  authorized representative, upon written application to the
                  Company, delivered in person or by certified mail, postage
                  prepaid, may review pertinent documents and may submit to the
                  Company, in writing, issues and comments concerning the claim.

         (d)      Decision on Review. Upon the Company's receipt of a notice of
                  a request for review, the Company shall make a prompt decision
                  on the review and shall communicate the decision on review in
                  writing to the claimant. The decision on review shall be
                  written in a manner calculated to be understood by the
                  claimant and shall include specific reasons for the decision
                  and specific references to the pertinent Plan provisions on
                  which the decision is based. The decision on review shall be
                  made not later than sixty (60) days after the Company's
                  receipt of a request for a review, unless special
                  circumstances require an extension of time for processing, in
                  which case decision shall be rendered not later than one
                  hundred twenty (120) days after receipt of the request for
                  review. If an extension is necessary, the claimant shall be
                  given written notice of the extension by the Company prior to
                  the expiration of the initial sixty (60) day period. If notice
                  of the decision on review is not furnished in accordance with
                  this Section, the claim shall be denied on review.

13.7     LIABILITY OF BOARD, INDEMNIFICATION. To the extent permitted by law, no
         member of the Board shall be liable to any person for any action taken
         or omitted in connection with the interpretation and administration of
         this Plan. Each member of the Board shall be indemnified and held
         harmless by the Company for such actions unless the liability of the
         member is attributable to his or her own bad faith or willful
         misconduct.

13.8     TAXES. All amounts payable hereunder shall be reduced by any and all
         Federal, state, and local taxes imposed upon an Eligible Employee or
         his or her beneficiary which are required to be paid or withheld by
         Company. The determination of the Company regarding applicable income
         and employment tax withholding requirements shall be final and binding
         on the Eligible Employee.

13.9     ATTORNEY'S FEES. Company shall pay the reasonable attorney's fees
         incurred by any Eligible Employee in an action brought against Company
         to enforce Eligible Employee's rights under the Plan, provided that
         such fees shall only be payable in the event that the Eligible Employee
         prevails in such action.

                           ARTICLE XIV - MISCELLANEOUS

14.1     NO GUARANTEE OF EMPLOYMENT. Nothing contained in this Plan shall be
         construed as a contract of employment between the Company and any
         Employee, or as a right of any Employee to be continued in the
         employment of the Company or as a limitation of the right of the
         Company to discharge any of its Employees, with or without cause.

14.2     ALIENATION OF BENEFITS. Benefits payable under this Plan shall not be
         subject in any manner to alienation, sale, transfer, assignment,
         pledge, encumbrance, charge, garnishment, execution or levy of any
         kind, either voluntary or involuntary, and any attempt to alienate,
         sell or otherwise transfer or dispose of any interest shall be void.

14.3     GENERAL CREDITOR STATUS. The Participant shall be regarded as a general
         creditor of the Company with respect to any rights derived by the
         Participant from the existence of this Plan or any benefits due him or
         her. Such benefits shall be paid from the general funds of the Company,
         and the Company shall not be required to establish or maintain any
         special or separate fund, or otherwise to segregate assets to assure
         that such payments will be made, and the Participant shall not have any
         interest in any particular assets of the Company by reason of its
         obligations hereunder.

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<PAGE>

            ARTICLE XV - AMENDMENT, TERMINATION OR MERGER OF THE PLAN

15.1     AMENDMENT. The Company reserves the right at any time and from time to
         time to modify or amend, in whole or in part, any or all of the
         provisions of the Plan, provided that no modification or amendment
         shall be made which shall affect adversely any right or obligation of
         any Participant with respect to a Participant's accrued interest or to
         credits theretofore made. Notwithstanding the foregoing, any
         modification or amendment of the Plan may be made, retroactively, if
         necessary, which the Company deems necessary or proper to bring the
         Plan into conformity with any law or governmental regulation relating
         to the Plan. No amendment to this Plan shall decrease a Participant's
         account balance.

15.2     TERMINATION. The Company may terminate the Plan in whole or in part for
         any reason at any time. In the case of such termination or partial
         termination, distributions shall be made in a cash lump sum of the
         vested Accounts to each Participant. The Company has established the
         Plan with the bona fide intention and expectation that the Plan will
         continue indefinitely, but the Company shall be under no obligation to
         maintain the Plan for any given length of time and may, in its sole
         discretion, terminate the Plan at any time without any liability
         whatsoever.

15.3     NOTICE OF AMENDMENT OR TERMINATION. Notice of every such amendment or
         termination shall be given in writing to each Participant and
         Beneficiary of a deceased Participant.

ATTEST/WITNESS:                             FIRST COMMUNITY BANCSHARES, INC.

___________________________                 By: ________________________________
_____________________________________
___________________________
____________________

                                            Print Name:
                                            ____________________________________
________                   _________________________

                                            Date: ______________________________
________

Print Name:

_____________________________________
_________________________

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