FIRST AMENDMENT TO THE COMMUNITY BANK DIRECTOR RETIREMENT AGREEMENT 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, ▇▇▇▇▇ and ▇▇▇▇▇▇▇ and the individual director' Schedule A to each such agreement.

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:

2.2.1

Amount of Benefit. The annual benefit under this Section 2.2 is the Early Termination amount set forth on Schedule A for the Plan Year ending immediately prior to the Early Termination Date.

Section 2.4 shall be added to the Agreement as follows:

2.4	Change in Control Benefit. Upon Termination of Service prior to the Normal Retirement Age and following a Change in Control, the Company shall pay to the Director the benefit described in this Section 2.4 in lieu of any other benefit under this Article.

2.4.1

Amount of Benefit. The annual benefit under this Section 2.4 is the sum of $10,800 plus interest compounded at 3% annually for each Plan Year completed prior to the date of Termination of Service.

2.4.2

Payment of Benefit. The Company shall pay the annual benefit to the Director in twelve (12) equal monthly installments commencing on the first day of the month following the Director's Normal Retirement Date. The annual benefit shall be paid to the Director for five (5) years.

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.

DIRECTOR:	COMPANY: COMMUNITY BANK
___________________________________ DIRECTOR	By___________________________________ Its __________________________________