**Exhibit 10.17****EMPLOYMENT AGREEMENT**     **EMPLOYMENT AGREEMENT**(“Agreement”), dated this 28th day of September 2007, by and betweenSHAWN CURTIS CUMMINGS (the “Executive”) and GREENPOINT INSURANCE GROUP, INC. (“GIG”).**W I T N E S S E T H**     **WHEREAS**, Executive has been employed by GIG as its President.     **WHEREAS**, First Community Bancshares, Inc. (“FCBI”) has agreed to purchase all of theoutstanding common stock of GIG and to hold GIG as a subsidiary of FCBI, and has made the Executiveentering into this Agreement a condition to closing such purchase;     **WHEREAS,**GIG wants to ensure that Executive remains as its President;     **WHEREAS,**Executive wants to remain President in a structure where GIG is affiliated with alarger financial organization, with total compensation and overall benefits that are likely toexceed, over time, that to which he had previously been entitled;     **WHEREAS,**GIG wishes to ensure protection of its business interests, customer relationship andConfidential and Proprietary Information;     **NOW, THEREFORE**, in consideration of the mutual covenants herein set forth, Executive and GIGdo agree to the terms of employment as follows:     **1. Definitions**. The following words and terms shall have the meanings set forth below for thepurposes of this Agreement:          (a) **Affiliate**. Affiliate of any person or entity means any stockholder or person or entitycontrolling, controlled by under common control with such person or entity, or any director,officer or key executive of such entity or any of their respective relative. For purposes of thisdefinition, “control”, when used with respect to any person or entity, means the power to directthe management and policies of such person or entity, directly or indirectly, whether throughownership of voting securities, by contracting or otherwise; and the terms “controlling” and“controlled” have meanings that correspond to the foregoing.          (b) **Base Salary**. “Base Salary” shall have the meaning set forth in Section 4(a) hereof.          (c) **Business**. “Business” means all right, title and interest of GIG in and to any and allrights, properties, property fights, proprietary information, assets, goodwill, or expectanciesrelating to the insurance agency and brokerage business of GIG and its subsidiaries, whethertangible or intangible, real, personal or mixed, including receivables due or paid on or after theclosing of the transactions pursuant to the Stock Purchase Agreement referenced in Section 4hereof, Insurance Contracts, Expirations, Commissions and Records.
 

 
          (d) **Cause**. “Cause” means that GIG has determined in good faith that the Executive has: (i) engaged in criminal, fraudulent or dishonestconduct;  (ii) acted in a manner that brings or is reasonablylikely to bring GIG or any Affiliate into public disgrace or disrepute;  (iii) violated any law or regulation with which GIGis required to comply or any GIG policy;  (iv) failed to satisfactorily perform his duties asreasonably directed by GIG, after having been provided with noticehereunder and a 15 day opportunity to cure such unsatisfactory conduct;  (v) failed to comply with any lawful writteninstruction of the GIG Board;  (vi) breached this Agreement or any other materialduty owed to GIG, including but not limited to the Executive’sfiduciary duty and duty of loyalty.          (e) **Code.**“Code” shall mean the Internal Revenue Code of 1986, as amended.          (f) **Competing Business**. “Competing Business” shall mean any business or enterprise that sellsor provides a product or service that is the same or similar to a product or service (i) then beingsold or provided by GIG or an Affiliate and (ii) at any time during the twelve (12) months prior tothe Date of Termination, in which Executive was involved, to which the Executive’s responsibilitiesrelated or about which the Executive had access to Confidential or Proprietary Information.          (g) **Confidential and Proprietary Information.**“Confidential and Proprietary Information”shall mean any and all (i) confidential or proprietary information or material not in the publicdomain about or relating to the Business, or financial condition of GIG, its subsidiaries or anyAffiliate of GIG or its subsidiaries, or any of GIG’s, its subsidiaries’ or any such Affiliate’strade secrets, including, without limitation, all data, figures, projections, estimates, lists,files, records, documents, manuals or other such materials or information regardless of how storedor recorded relating to the Business, including, but not limited to, its Insurance Contracts,Expirations, Records, finances, contemplated acquisitions, business plans, compensation systems,incentive programs, prospective customers, marketing, investigation, surveys, research, computersystems, employees, or customers (including lists of customers and former customers and informationrelating to the products or services that customers or former customers purchased); and (ii)information, documentation or material not in the public domain by virtue of any action by or onthe part of the Executive, the knowledge of which gives or may give GIG, its subsidiaries or anyAffiliate of GIG or its subsidiaries, an advantage over any person not possessing such information.For purposes hereof, the term Confidential and Proprietary Information shall not include anyinformation or material (i) that is known to the general public other than due to a breach of thisAgreement by the Executive or (ii) was disclosed to the Executive by a person who the Executive didnot reasonably believe was bound to a confidentiality or similar agreement with the Employers.
 

 
          (h) **Commissions**. “Commissions” means all present and future rights to commissions, fees andincome paid or payable to GIG or any of its subsidiaries on and after the closing of thetransactions pursuant to the Stock Purchase Agreement referenced in Section 4 hereof, arising outof or in connection with the existing insurance policies, accounts and insurance agency andbrokerage business of GIG and its Subsidiaries.          (i) **Covered Period.**“Covered Period” shall mean twenty-four (24) months after the Executive’semployment ends for any reason, whether voluntary or involuntary. Covered Period under thisAgreement is to be interpreted separately and independent of the Covered Period as defined in theStock Purchase Agreement.          (j) **Date of Termination**. “Date of Termination” shall mean (i) if the Executive’s employmentis terminated for Cause or for Disability, the date specified in the Notice of Termination, (ii) ifExecutive’s employment ends as a result of his death, the date of his death; or (iii) if theExecutive’s employment ends for any other reason, the date on which a Notice of Termination isgiven or as otherwise specified in such Notice.          (k) **Disability**. “Disability” shall mean Executive’s physical or mental inability to performhis duties under this Agreement, even with reasonable accommodation, for more than twenty-six (26)weeks, whether or not consecutive, in any twelve-month period.          (l) **Expirations**. “Expirations” means all customer lists, all records concerning insuranceaccounts or policies obtained or compiled by GIG or its subsidiaries during the course of theirinsurance business, all expirations of such insurance policies and records thereof, and all rightsto and under insurance policies sold by GIG or its subsidiaries and in force as of the closing ofthe transactions pursuant to the Stock Purchase Agreement referenced in Section 4 hereof, and tothe renewals thereof (whether such rights exist or are derived pursuant to any of the InsuranceContracts or otherwise).          (m) **Insurance Contracts**. “Insurance Contracts” means all contracts and agreements forinsurance products between GIG or its subsidiaries (or other employees of GIG or its subsidiaries)and any insurance company, carrier, broker, underwriter, producer, insurance agency or agent, orother such firms or Persons as of the closing of the transactions pursuant to the Stock PurchaseAgreement referenced in Section 4 hereof.          (n) **Notice of Termination**. Any purported termination of the Executive’s employment by GIG forany reason, including without limitation for Cause or Disability, or by the Executive for anyreason other than death, shall be communicated by written “Notice of Termination” to the otherparty hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a dated noticewhich (i) indicates the specific termination provision in this Agreement relied upon, (ii) setsforth in reasonable detail the facts and circumstances claimed to provide a basis for terminationof Executive’s employment under the provision so indicated, (iii) specifies a Date of Termination,which shall be not less than thirty (30) nor more than ninety (90) days after such Notice ofTermination is given, except in the case of GIG’s termination of Executive’s employment for Cause,which shall be effective immediately; and (iv) is given in the manner specified in Section 14hereof. After a Notice of Termination is given, GIG may place the Executive on administrativeleave with pay until the Date of Termination and
 

 
during any such administrative leave, the Executive shall not be authorized to take anyactions or make any statements on behalf of GIG and shall fully cooperate with GIG in thefulfillment or transition of his job duties.          (o) **Person.**“Person” shall have the same meaning as that term is applies in Sections 13(d)and 14(d) of the Exchange Act.          (p) **Records**. “Records” means all books, records, files, correspondence, research data andwork in process as of the closing of the transactions pursuant to the Stock Purchase Agreementreferenced in Section 4 hereof, pertaining to the current or former insurance agency and brokeragebusiness of GIG.          (q) **Restricted Area. “**Restricted Area” shall be 100 miles from any location where GIG isengaged in the Business to which, during the twelve (12) months prior to the Date of Termination,the Executive’s responsibilities related or about which the Executive had access to Confidential orProprietary Information.          (r) **SPA.**“SPA” means the Stock Purchase Agreement dated September 28, 2007, between FCBI, GIGand the parties named therein.          (s) **Separation from Service.**The termination, whether voluntary or involuntary, of theExecutive’s employment with GIG for reasons other than death. Whether a Separation from Servicetakes place is determined based on the facts and circumstances surrounding the termination of theExecutive’s employment and whether GIG and the Executive intended for the Executive to providesignificant services for GIG following such termination. A termination of employment will not beconsidered a Separation from Service if:     (i) the Executive continues to provide services as an employee of GIG at an annual ratethat is twenty percent or more of the services rendered, on average, during the immediatelypreceding three full calendar years of employment (or, if employed less than three years, suchlesser period) and the annual remuneration for such services is twenty percent (20%) or more ofthe average annual remuneration earned during the final three full calendar years of employment(or, if less, such lesser period), or     (ii) the Executive continues to provide services to GIG in a capacity other than as anemployee of GIG at an annual rate that is fifty percent or more of the services rendered, onaverage, during the immediately preceding three full calendar years of employment (or ifemployed less than three years, such lesser period) and the average annual remuneration earnedduring the final three full calendar years of employment (or if less, such lesser period).          (t) **Specified Employee.**Pursuant to Code Section 409A, a Specified Employee shall mean a keyemployee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of GIG ifany stock of FCBI is publicly traded on an established securities market or otherwise.          (u) **Term of Employment**. Term of Employment shall have the meaning described in Section 3below.
 

 
     **3. Term of Employment.**          (a) GIG hereby employs the Executive as President of GIG, and the Executive hereby acceptssaid employment and agrees to render such services to GIG, on the terms and conditions set forth inthis Agreement. The term of employment under this Agreement shall be for a term of five years,commencing on the date of this Agreement, unless such term is extended as provided in this Section3 (“Term of Employment”).          (b) During the Term of Employment, the Executive shall perform such executive services for GIGas may be consistent with his titles and from time to time assigned to him by the GIG Board.               The Executive shall devote his full business time, attention, skill and energy to the Businessof GIG and shall not engage or prepare to engage in any other business activity, whether or notsuch business activity is pursued for gain, profit or other economic or financial advantage. TheExecutive and GIG agree that the Executive’s position is essential to GIG’s success and that thehighest level of performance is required from the Executive.               The Executive shall comply with the standards and policies that GIG in its sole discretion mayfrom time to time establish.     **4. Compensation and Benefits.**          (a) During the Term of Employment, GIG shall compensate and pay the Executive for his servicesduring the term of this Agreement at a base monthly salary (“Base Salary”) of $14,583.34 per month.No changes to Base Salary may be made without the approval of the GIG Board. In addition to hisBase Salary, the Executive shall be entitled to receive during the term of this Agreement suchbonus payments as may be determined by the GIG Board in its sole discretion.          (b) During the Term of Employment, the Executive shall be entitled to participate in andreceive the benefits of any pension or other retirement benefit plan, profit sharing, stock option,employee stock ownership, or other plans, benefits and privileges given to employees and executivesof the Company, to the extent commensurate with his then duties and responsibilities as fixed bythe Board of Directors of the Company and GIG. The Executive will also be eligible to participatein and receive incentive bonus payments that have been established by FCBI pursuant to Section 5.10of the SPA.          (c) During the Term of Employment, the Executive shall be entitled to take vacation inaccordance with GIG’s established policies, provided, however, that the Executive shall not beentitled to receive any additional compensation for failure to take a vacation, nor shall theExecutive be able to accumulate unused vacation time from one year to the next, except to theextent authorized by the Board of GIG.          (d) In the event the Executive’s employment is terminated due to Disability, Employee shall beeligible for any continuation of life, medical, dental and disability benefits in an amount and tothe extent provided by GIG’s established policies.
 

 
     **5. Expenses**. GIG shall reimburse the Executive or otherwise provide for or pay for allreasonable expenses incurred by the Executive in furtherance of or in connection with the businessof GIG, including, but not by way of limitation, traveling expenses, subject to such reasonabledocumentation and other limitations as may be established by the Board of Directors of GIG. Ifsuch expenses are paid in the first instance by the Executive, GIG shall reimburse the Executivetherefore, as may be appropriate under the circumstances.     **6. Termination.**          (a) GIG shall have the right, at any time upon prior Notice of Termination, to terminate theExecutive’s employment hereunder for any reason, including, without limitation, termination with orwithout Cause or for Disability, and the Executive shall have the right, upon prior Notice ofTermination, to terminate his employment hereunder for any reason.          (b) In the event that during the Term of Employment, (i) the Executive’s employment isterminated by GIG for Cause, (ii) the Executive’s employment ends as result of death or (iii) theExecutive terminates his employment hereunder, the Executive shall have no right pursuant to thisAgreement to compensation or other benefits for any period after the applicable Date of Terminationother than for Base Salary accrued through the Date of Termination.          (c) In the event that the Executive’s employment is terminated as a result of Disabilityduring the term of this Agreement, the Executive shall receive his salary for the period, if any,after the Date of Termination to which he would be entitled under any then existing GIG policy.The payment shall be made in accordance with any such policy.          (d) In the event that the Executive’s employment is terminated by GIG for other than Cause,the Executive’s Disability, or the Executive’s death, then GIG shall take the following action withrespect to the Executive, provided that the Executive has certified that the Executive has compliedwith Section 7 of this Agreement and has signed in the form provided by GIG a general release ofany and all claims the Executive may have against the GIG or its Affiliates or any of GIG’s or itsAffiliates then current or former officers, directors, or employees and such release has becomeeffective: Pay to the Executive a cash severance amount equal to the Executive’s monthly BaseSalary as in effect immediately prior to the Date of Termination multiplied by twelve (12)(“Severance Pay”). The parties hereto acknowledge that no Holdback Payment or Earn-Out Paymentpaid by the Company in acquisition of GIG shall be considered for purposes of determining SeverancePay. Such Severance Pay shall be paid in monthly installments beginning with the first businessday of the month following the date the release becomes effective and continuing for one (1) year.However, no such Severance Pay will be paid to the Executive unless the Executive has Separatedfrom Service.          (e) Notwithstanding paragraph (d) of this Section 6, if the Executive is considered aSpecified Employee, upon Separation from Service in accordance with Section 409A of the Code,benefit distributions that are made upon Separation from Service may not commence earlier than sixmonths after the date of such Separation from Service. Therefore, in the event this paragraph 6(e)is applicable to the Executive, any distribution or series of
 

 
distributions to be made due to a Separation from Service shall commence no earlier than thefirst day of the seventh month following the Separation from Service.          (f) Upon a termination of Executive’s employment conducted in accordance with the terms ofthis Agreement, Executive shall be entitled to remove from his office at GIG the following items:(i) Executive’s personal artwork on his office walls; (ii) Executive’s personal family pictures andframes; (iii) Executive’s fish tank and base cabinet; and (iv) Executive’s desk and desk chair,credenza, hutch side table, two chairs and round table with accompanying chairs.     **7. Restrictions Respecting Competing Businesses, Confidential Information, etc.**          (a) The Executive is subject to certain restrictions regarding competing businesses andconfidential and proprietary information set forth in the SPA, to which both the Executive and GIGare parties. Those restrictions are based on the Executive’s sale of the majority ownership ofGIG. The provisions in this Section 7 are entered into based on the Executive’s employment by GIGafter the sale. These are separate and independent commitments and the Executive is required tocomply with both Section 5.10 of the Stock Purchase Agreement and this Section 7. The Executiveacknowledges and agrees that by virtue of the Executive’s position and involvement with theBusiness and affairs of GIG, the Executive has developed and will continue to develop substantialexpertise and knowledge with respect to all aspects of GIG’s Business, affairs and operations andhas had and will continue to have access to all significant aspects of the Business and operationsof GIG and to Confidential and Proprietary Information.          (b) The Executive hereby covenants and agrees that, during the Term of Employment andthereafter, unless otherwise authorized by GIG in writing, the Executive shall not, directly orindirectly, under any circumstance: (i) disclose to any other person or entity (other than in theregular course of Business of GIG) any Confidential and Proprietary Information, other thanpursuant to applicable law, regulation or subpoena or with the prior written consent of GIG; (ii)act or fail to act so as to impair the confidential or proprietary nature of any Confidential andProprietary Information; (iii) use any Confidential and Proprietary Information other than for thesole and exclusive benefit of GIG; or (iv) offer or agree to, or cause or assist in the inceptionor continuation of, any such disclosure, impairment or use of any Confidential and ProprietaryInformation. When the Executive’s employment ends for any reason, the Executive shall return allcopies of documents, data, records and other items containing any Confidential and ProprietaryInformation (regardless of the medium in which maintained or stored).          (c) During the Covered Period, the Executive shall not, directly or indirectly,     (i) in the Restricted Area, manage, own, advise, operate, control or be employed orparticipate in any Competing Business, or     (ii) induce, encourage or influence any Person that at that time has a businessrelationship with GIG, any subsidiary or any Affiliate thereof, in which
 

 
Executive was involved or about which Executive had access to Confidential orProprietary Information, to discontinue, reduce the extent of, or modify in a manner adverseto GIG, such relationship.     For purposes of this Agreement, the Executive shall be deemed to be directly orindirectly participating in a business if he is engaged or interested in that business as astockholder, director, officer, or executive, agent, partner, individual proprietor,consultant, advisor, or otherwise, but not if the Executive’s interest and involvement islimited solely to the ownership of not more than 5% of the securities of any class of equitysecurities of a corporation or other Person whose shares are listed or admitted to trade ona national securities exchange or are quoted on the Nasdaq Global Market or a similar meansif the Nasdaq Global Market is no longer providing such information.          (d) While the Executive is employed by GIG and for one (1) year after the Date ofTermination, the Executive shall not hire, or solicit or attempt to solicit for hire a CoveredEmployee, encourage another Person to hire a Covered Employee, or otherwise seek to adverselyinfluence or alter such Covered Employee’s relationship with GIG, any subsidiary or any of theirAffiliates (except during the Executive’s employment with GIG, when acting on the good faithbelief that ending the Covered Employee’s employment would be in GIG’s best interest). A“Covered Employee” shall be any person who has been employed by GIG, any subsidiary or any oftheir Affiliates with whom Executive worked or about whom he had access to Confidential andProprietary Information, as of the date any action prohibited by the preceding sentence occursor within the twelve (12) months prior to such date.          (e) The Executive acknowledges that as a result of Executive’s employment with GIG,Executive has held and will continue to hold a position of the highest trust in which Executivecomes to know GIG’s employees, its customers and its Confidential and Proprietary Information,as well as that of its Affiliates. The Executive agrees that the provisions of Section 7 (c)and (d) are necessary to protect GIG legitimate business interests. The Executive warrants thatthese provisions will not unreasonably interfere with his ability to earn a living or to pursuehis occupation after his employment ends for any reason. Executive agrees to promptly notifyGIG of the name and address of any Person or entity to which Executive provides services duringthe Covered Period and authorizes GIG, after consultation with Executive as to the form andcontent of any such notice, to notify that entity of Executive’s obligations under thisAgreement.          (f) The parties hereto agree that nothing in this Agreement shall be construed to limit ornegate the common law of torts, confidentiality, trade secrets, fiduciary duty and obligationswhere such laws provide GIG with any broader, further or other remedy or protection than thoseprovided herein.          (g) Because the breach of any of the provisions of this Section 7 will result in immediateand irreparable injury to GIG for which GIG will not have an adequate remedy at law, GIG shallbe entitled, in addition to all other rights and remedies, to seek a decree of specificperformance of the restrictive covenants contained in this Section 7 and to a
 

 
temporary and permanent injunction enjoining such breach, without posting bond orfurnishing similar security.          (h) The parties waive the application of any law, regulation, holding or rule ofconstruction providing that ambiguities in the Agreement will be construed against the partydrafting such agreement. The language used in this Agreement shall be deemed to be the languagechosen by the parties to express their mutual agreement, and this Agreement shall not be deemedto have been prepared by any single party. If any provision of this Section 7 shall be deemedinvalid as to its scope, then notwithstanding such invalidity, that provision shall be deemedvalid to the fullest extent permitted by law, and the parties agree that, if any court makessuch a determination, the parties authorize the court to reduce the duration, scope or area ofsuch provisions and to delete specific words and phrases and, in such modified form, to beenforced to the fullest extent permitted by law.     **8. Cooperation in Legal Proceedings.**After the Date of Termination, the Executive agrees toreasonably cooperate with GIG, its subsidiaries and any of its Affiliates in the defense orprosecution of any claims or actions that may be brought against or on behalf of GIG, itssubsidiaries or its Affiliates, which relate to events or occurrences that transpired while theExecutive was employed by GIG. The Executive’s reasonable cooperation in connection with suchclaims or actions shall include, but not be limited to, being available to meet with counsel toprepare for discovery or trial and to act as a witness on behalf of GIG, its subsidiaries or any ofits Affiliates. The Executive also agrees to reasonably cooperate with GIG, its subsidiaries andany of its Affiliates in connection with any investigation or review of any federal, state, orlocal regulatory authority as any such investigation or review relates to any acts or omissionsthat transpired while the Executive was employed by GIG. The Executive understands that in anylegal action, investigation, or review covered by this Section 8 that GIG expects the Executive toprovide only accurate and truthful information or testimony. GIG will pay expenses necessarily andreasonably incurred by the Executive in complying with this Section.     **9. Work Product.**The Executive acknowledges that all inventions, innovations, improvements,developments, methods, designs, analyses, drawings, reports and all similar or related information(whether or not patentable) that relate to GIG or its subsidiaries and Affiliates’ research anddevelopment or existing or future products or services and that are conceived, developed or made bythe Executive while employed by GIG or using Confidential and Proprietary Information (“WorkProduct”) belong to GIG, its subsidiaries or their Affiliates (as applicable). The Executive shallpromptly disclose such Work Product to the board of directors of GIG and perform all actionsreasonably requested by the board of directors (whether during or after the Executive’s employment)to establish and confirm GIG’s ownership ( including, without limitation, executing assignments,consents, powers of attorney and other instruments).     **10. Return of Property.**On and after the Date of Termination for any reason, or at any timeduring the Executive’s employment, on the request or direction of GIG, the Executive willimmediately deliver to GIG any or all equipment, property, material, Confidential and ProprietaryInformation, Work Product or copies thereof which are owned by GIG and are in the Executive’spossession or control. This includes documents or other information prepared by the
 

 
Executive, on Executive’s behalf or provided to the Executive in connection with theExecutive’s duties while employed by GIG, regardless of the form in which such document orinformation are maintained or stored, including computer, typed, written, electronic, audio, video,micro-fiche, imaged, drawn or any other means of recording or storing documents or otherinformation. The Executive hereby warrants that the Executive will not retain in any form suchdocuments, Confidential and Proprietary Information, Work Product or other information or copiesthereof. The Executive may retain a copy of this Agreement and any other document or informationdescribing any rights the Executive may have after the termination of the Executive’s employment.     **11. [Intentionally Left Blank.]**     **12. Withholding**. All payments required to be made by GIG hereunder to the Executive shall besubject to the withholding of such amounts, if any, relating to tax and other payroll deductions asGIG may reasonably determine should be withheld pursuant to any applicable law or regulation.     **13. Assignability**. GIG may assign this Agreement and its rights and obligations hereunder inwhole, but not in part, to any corporation, bank or other entity with or into which GIG mayhereafter merge or consolidate or to which GIG may transfer all or substantially all of theirassets, if in any such case said corporation, bank or other entity shall by operation of law orexpressly in writing assume all obligations of GIG hereunder as fully as if it had been originallymade a party hereto, but may not otherwise assign this Agreement or its rights and obligationshereunder. The Executive may not assign or transfer this Agreement or any rights or obligationshereunder.     **14. Notice**. For the purposes of this Agreement, notices and all other communications providedfor in this Agreement shall be in writing and addressed to the respective addresses set forth onthe signature page hereto. Any notice, request, demand or other communication shall be deemed tohave been duly given (as the case may be) upon the earliest of (a) the date it is actuallyreceived, (b) the business day after the day on which it is delivered by hand, (c) the business dayafter the day on which it is properly deposited with Federal Express (or a comparable overnightdelivery service) and delivery is specified for the next business day, or (d) the third businessday after the day on which it is deposited in the United States certified or registered mail,return receipt requested, postage prepaid. GIG or the Executive may change its address bynotifying the other party of the new address in any manner permitted by this Section 14.     **15. Amendment; Waiver**. No provisions of this Agreement may be modified, waived or dischargedunless such waiver, modification or discharge is agreed to in writing and signed by the Executiveand such officer or officers as may be specifically designated by the Board of Directors of GIG tosign on their behalf. No waiver by any party hereto at any time of any breach by any other partyhereto of, or compliance with, any condition or provision of this Agreement to be performed by suchother party shall be deemed a waiver of similar or dissimilar provisions or conditions at the sameor at any prior or subsequent time.
 

 
     **16. Governing Law**. The validity, interpretation, construction and performance of thisAgreement shall be governed by the laws of the United States where applicable and otherwise by thesubstantive laws of North Carolina.     **17. Nature of Obligations**. Nothing contained herein shall create or require GIG to create atrust of any kind to fund any benefits which may be payable hereunder, and to the extent that theExecutive acquires a right to receive benefits from GIG hereunder, such right shall be no greaterthan the right of any unsecured general creditor of GIG.     **18. Headings**. The section headings contained in this Agreement are for reference purposesonly and shall not affect in any way the meaning or interpretation of this Agreement.     **19. Validity**. The invalidity or unenforceability of any provision of this Agreement shall notaffect the validity or enforceability of any other provisions of this Agreement, which shall remainin full force and effect.     **20. Counterparts**. This Agreement may be executed in one or more identical counterparts, allof which shall be considered one and the same agreement and shall become effective whencounterparts have been signed by each party and delivered to the other party; provided that afacsimile signature shall be considered due execution and shall be binding upon the signatorythereto with the same force and effect as if the signature were an original, not a facsimilesignature.     **21. Entire Agreement**. This Agreement embodies the entire agreement between GIG and theExecutive with respect to the matters agreed to herein except as specified in the SPA. All prioragreements between GIG and the Executive with respect to the matters agreed to herein are herebysuperseded and shall have no force or effect except as specified in the SPA.
 

 
     **IN WITNESS WHEREOF**, this Agreement has been executed as of the date first above written.       **GREENPOINT INSURANCE GROUP, INC.**     Address: By: /s/ Robert L. Buzzo         ChairmanOne Community Place    P.O. Box 989    Bluefield, VA 24605-0989           **EXECUTIVE**     Address: By: /s/ Shawn C. Cummings         Shawn Curtis Cummings1844 Buxton Way    Burlington, NC 27215