Amendment to Employment Agreement with Ronald F. Miller

2.

Term. The term of this Agreement shall be for three (3) years commencing on July 1, 2000, and ending on June 30, 2003, unless one of the parties terminates this Agreement as provided herein. On July 1, 2003, and every three years thereafter (the “Anniversary Date”), the Agreement shall renew automatically for an additional three years unless either the Board of Directors of Company or Employee gives contrary written notice to the other no later than the Anniversary Date. References herein to the term of this Agreement shall refer both to the initial term and successive terms.

A.

For a period of three (3) years after Employee’s employment with the Company is terminated by Employee for any reason other than Employee’s disability, Employee shall not, directly or indirectly, engage in the business of banking in the City of Winchester or the County of Frederick, Virginia. For purposes of this Paragraph 6(A), being engaged in the business of banking shall mean Employee’s presence or work in a bank office in the specified geographic area or Employee’s solicitation of business from clients with a primary or principle office in the specified geographic area.

B.

During Employee’s employment by the Company and for three (3) years after Employee’s employment with the Company is terminated by Employee for any reason other than Employee’s permanent disability rendering him unable to perform the duties of an officer or director of a banking organization, Employee shall not, on his own behalf or on behalf of any other person, corporation or entity, either directly or indirectly, solicit, induce, recruit or cause another person in the employ of the Company or its affiliates to terminate his or her employment for the purpose of joining, associating or becoming an employee with any business which is in competition with any business or activity engaged in by the Company or its affiliates.