FIRST AMENDMENT TOTHE COMMUNITY BANK DIRECTOR RETIREMENTAGREEMENT DATED MARCH 3,2004 FOR

EXHIBIT 10.9

Attached hereto is the Form of First Amendment to the Community Bank Director Retirement Agreement dated March 3, 2004 for Directors Andersen, Cooke, Fairchilds, Hickok, Smith and Trimyer and the individual director' Schedule A to each such agreement.

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FIRST AMENDMENT
TO THE
COMMUNITY BANK
DIRECTOR RETIREMENT AGREEMENT
DATED MARCH 3, 2004
FOR

        THIS AMENDMENT is adopted this ________ day of __________________, 2005, by and between COMMUNITY BANK, a savings association located in Staunton, Virginia (the "Company") and ____________________ (the "Director")

        On March 3, 2004, the Company and the Director executed the COMMUNITY BANK DIRECTOR RETIREMENT AGREEMENT (the "Agreement").

        The undersigned hereby amends, in part, said Agreement for the purpose of (1) adding a Change in Control Benefit, and (2) revising the Early Termination benefit. Therefore,

        Article 1 of the Agreement shall be amended by adding to it the definition of Change in Control as follows:

"Change in Control" means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, as such change is defined in Section 409A of the Code and regulations there under.

        Article 1 of the Agreement shall be amended by deleting the definition of Early Termination in its entirety and replacing it by the new definition of Early Termination as follows:

"Early Termination" means the Termination of Service before Normal Retirement Age for reasons other than death, Disability, Termination for Cause or following a Change in Control.

        Section 2.2.1 of the Agreement shall be deleted in its entirety and replaced by the new Section 2.2.1 as follows:

        Section 2.4 shall be added to the Agreement as follows:

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        Schedule A to the Agreement shall be amended in its entirety and replaced with the new Schedule A attached to this Amendment.

        IN WITNESS OF THE ABOVE, the Director and the Company have agreed to this First Amendment.

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Community Bank
Schedule A

1 The first line reflects 12 months of data, January 2004 to December 2004.
2 Benefit amount based on a $10,800 beginning benefit, inflating at 3.00% each year to $13,681 at retirement.
* IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE
  AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT
  BASED ON THE DATE OF THE EVENT.

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Community Bank
Schedule A

1 The first line reflects 12 months of data, January 2004 to December 2004.
2 Benefit amount based on a $10,800 beginning benefit, inflating at 3.00% each year to $11,801 at retirement.
* IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE
  AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT
  BASED ON THE DATE OF THE EVENT.

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Community Bank
Schedule A

1 The first line reflects 12 months of data, January 2004 to December 2004.
2 Benefit amount based on a $10,800 beginning benefit, inflating at 3.00% each year to $16,336 at retirement.
* IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE
  AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT
  BASED ON THE DATE OF THE EVENT.

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Community Bank
Schedule A

1 The first line reflects 12 months of data, January 2004 to December 2004.
2 Benefit amount based on a $10,800 beginning benefit, inflating at 3.00% each year to $11,458 at retirement.
* IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE
  AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT
  BASED ON THE DATE OF THE EVENT.

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Community Bank
Schedule A

1 The first line reflects 12 months of data, January 2004 to December 2004.
2 Benefit amount based on a $10,800 beginning benefit, inflating at 3.00% each year to $12,520 at retirement.
* IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE
  AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT
  BASED ON THE DATE OF THE EVENT.

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Community Bank
Schedule A

1 The first line reflects 12 months of data, January 2004 to December 2004.
2 Benefit amount based on a $10,800 beginning benefit, inflating at 3.00% each year to $14,092 at retirement.
* IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE
  AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT
  BASED ON THE DATE OF THE EVENT.

END