First Community Bancshares, Inc. and Affiliates Executive Retention Plan

1.1

Accrued Benefit shall mean the monthly retirement benefit a Participant would receive at his Normal Retirement Date based on the retirement benefit formula set forth in Section 4.2(a)(1) or 4.2(a)(2) of the Plan, determined using such Participant’s Final Average Compensation and his number of actual Years of Benefit Service (as to the date of the determination of his Accrued Benefit). The amount of a Participant’s Accrued Benefit is determined as follows:

A Participant’s projected benefit at his Normal Retirement Date is calculated in accordance with Section 4.2(a)(1) or 4.2)a)(2) herein, using the Participant’s expected Years of Benefit Service as of his Normal Retirement Date, but using his Final Average Compensation as of the accrual date, multiplied by a ratio (not to exceed 1.0) of (a) over (b), where:

1.2

Actuarial (or Actuarially) Equivalent shall mean a benefit of equivalent value to the Normal Annuity Form determined by generally accepted actuarial principles. All alternate forms of distribution shall be Actuarially Equivalent to the Normal Annuity Form of distribution at the Normal Retirement Date.

For benefit payment paid other than a lump sum , the conversion to an alternate form shall be based upon the 1983 Group Annuity Mortality Table assuming the Participant is male and with an 8.0% interest assumption.

Any benefits paid as a lump sum , the Actuarial Equivalent of such benefit shall be determined using (i) the 1984 Unisex Mortality Table adjusted for a 20% female content and (ii) using an interest equal to the greater of either 7.0% or the 30 Year US Treasury average Bond rate in effect two months prior to the date of any lump sum payment.

1.3

Affiliated Employer shall mean the Employer and any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes the Employer; any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with the Employer; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Employer; and any other entity required to be aggregated with the Employer pursuant to regulations under Section 414(o) of the Code.

For purposes of this Section 1.3, the term “controlled group” means any two or more corporations, trades or businesses under common control of which the Employer is a member, or two or more “affiliated organizations” under Code Section 414(m). The term

“two or more corporations, trades or businesses under common control” will include any group of corporations, trades or businesses which is either:

1.4

Annuity Starting Date shall mean the first day of the first month for which a benefit under this Plan is payable in the form of an annuity whether or not such benefit commences on such date.

1.5

Applicable Guidance means as the context requires Code Sections 83, 409A, and 457; and Treas. Reg. 1.83, Treas. Reg. 1.409A, Treas. Reg 1.457; and any other written Treasury or IRS guidance regarding or affecting Code Sections 83, 409A, or 457. Applicable Guidance also includes through December 31, 2006, or other applicable date, Notice 2005-1.

1.6

Beneficiary shall mean any person or legal entity designated by a Participant to receive benefits under this Plan.

1.7

Board shall mean the Board of Directors of the Employer.

1.8

Break-In-Service shall mean the failure of a Participant to complete more than five hundred (500) Hours of Service during a twelve (12) consecutive month Plan Year period.

1.9

Change in Control shall mean the occurrence of one of the following three (3) events:

(i)

Any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Employer possessing 30% or more of the total voting power of the stock of the Employer; or

(ii)

A majority of members of the Employer’s Board of Directors are replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Employer’s Board of Directors prior to the date of the appointment or election; provided that for purposes of this paragraph (b) the term Employer shall refer to the Employer for which no other corporation is a majority shareholder for purposes of this paragraph.

1.10

Code means the Internal Revenue Code of 1986, as amended.

1.11

Committee shall mean the Compensation Committee of the Board (or other Committee that maybe appointed by the Board) provided for in Article 10 of the Plan.

1.12

Compensation — Compensation for purposes of this Plan shall mean the Participant’s Initial Base Compensation which is the annualized base monthly salary of a Participant in affect as of the date that a Participant enters the Plan. Appendix A lists the Initial Base Compensation for each Participant. A Participant’s Initial Base Compensation shall include any amount of salary deferred under any other qualified Employer sponsored plan under Code Sections 125, 401(k), or any other qualified or non-qualified Cash or Deferred Arrangement. A Participant’s Initial Base Compensation and subsequent annual Base Compensation shall exclude any bonuses, incentive pay, and extra form of extra compensation. For each subsequent Plan Year, a Participant’s annual Base Compensation is assumed to increase three percent (3%) more than the preceding Plan Year; actual wage increases shall be disregarded and the three percent (3%) shall be used in lieu of any actual wage increase.

1.13

Computation Periods :

1.14

Dates :

1.15

Disability or Disabled shall mean that the Participant either is:

1.16

Early Retirement Age means age 60.

1.17

Early Retirement Date means the first day of the month coinciding with or next following the Participant’s 60 ^th birthday provided that the Participant has completed at least 20 Years of Service and has incurred a Separation of Service from the Employer. A Participant shall become 100% vested in his Accrued Benefit upon reaching his Early Retirement Date.

1.18

Eligible Spouse shall mean one to whom a Participant is married on the date the Participant’s benefits under this Plan are to commence.

1.19

Eligible Employee shall mean any Employee of the Employer who is “highly compensated” (as provided in ERISA Sections 201(2), 301(a)(2), and 401(a)(1)) and other senior management Employees of the Employer, recommended by the Chief Executive Officer of the Employer and as approved by the Compensation Committee of the Board.

1.20

Employee shall mean any person on the payroll of the Employer who is subject to withholding for purposes of Federal income taxes and for purposes of the Federal Insurance Contributions Act.

1.21

Employer or Company shall mean First Community Bancshares, Inc. (55-0694814) a Nevada corporation, or any other organization which has adopted the Plan with the consent of such establishing employer; and any successor of such employer. The term Employer shall also apply to any subsidiary or affiliated corporations, who adopt the Plan and who, at the time such reference applies, are included in the list of Affiliated Employers set forth below. For the purpose of this Plan, First Community Bancshares, Inc. shall be deemed the representative of each Employer and any action taken by First Community Bancshares, Inc. shall be binding on all Employers.

1.22

ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended, and regulations and guidance issued thereunder.

1.23

Gender and Number — The masculine pronoun shall include the feminine and the singular shall include the plural.

1.24

Hour of Service shall mean each hour for which an Employee is either directly or indirectly paid, or entitled to payment by the Company for the performance of duties during the applicable computation period.

This definition of Hour of Service shall be construed so as to resolve any ambiguities in favor of crediting Employees with Hours of Service.

(c)

Department of Labor Regulations 2530-200b-2(b) and (c) are herein incorporated by reference.

(d)

Maternity and Paternity Leave — Solely for purposes of determining whether a Break in Service (as defined in Section 1.8 for participation and vesting purposes), has occurred in a Computation Period, an individual who is absent from work for maternity or paternity reasons shall receive credit for the Hours of Service which would otherwise have been credited to such individual but for such absence, or in any case in which such hours cannot be determined, eight (8) Hours of Service per day of such absence shall be credited, subject to a Maximum of 501 Hours of Service credited under this paragraph for Maternity or Paternity Leave of Absence.

For purposes of this sub-paragraph (d), an absence from work for maternity or paternity reasons means an absence (1) by reason of the pregnancy of the individual, (2) by reason of a birth of a child of the individual, (3) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (4) for purposes of caring for such child for a period beginning immediately following such birth or placement. The Hours of Service credited under this sub-paragraph (d) shall be credited (1) in the Computation Period in which the absence begins if the crediting is necessary to prevent a Break in Service in that period, or (2) in all other cases, in the following Computation Period.

Payment Election form should be completed within 30 days following the date that the Participant enters the Plan unless it is changed by means of a Subsequent Payment Election as defined in Section 1.37 below.

1.31

Plan shall mean the First Community Bancshares, Inc. and Affiliates Executive Retention Plan as embodied in this instrument, any and all supporting documents, and all subsequent amendments and supplements thereto.

1.32

Plan Administrator shall mean the Compensation Committee of the Board, unless otherwise designated by the Board.

1.33

Payment Events means those events that permit a payment to be made to a Participant or his Beneficiary from this Plan. Such payment events are limited to the following occurrences:

1.34

Separation from Service means the date of an Employee’s Separation from Service within the meaning of Applicable Guidance and further includes a termination of employment with the Employer whether on account of death, Disability, retirement or otherwise. Furthermore, in considering whether a Separation from Service has occurred, the following special rules will apply:

(c)

Significant Non-Employee Service . In addition, a former Employee who continues to render significant services to the Employer in a non-Employee capacity is not deemed to have incurred a Separation from Service. For this purpose a former Employee is deemed to render significant service if the former Employee provides service to the Employer and receives annual remuneration from the Employer which is equal to at least 50% of the average annual remuneration earned during the immediately preceding three full calendar years of employment, or if less, the period the Employer employed the Employee.

(d)

Employer Determination . The Employer will determine whether an Employee has incurred a Separation from Service: (i) based on the facts and circumstances; (ii) subject to the provisions of this Section 1.34; and (iii) without application of the “same desk rule” under Rev. 79-336 and Rev. Rul. 80-229. The Employer will determine whether an Employee has incurred a Separation from Service in accordance with Treas. Reg. §1.409A-1(h) and Applicable Guidance.

(a)

Years of Service

(i)

With respect to an Employee who had a Break in Service before 2000 , and before he had any vested interest in his Accrued Benefit under this Plan, then all such Years of Service prior to such break shall be disregarded if the number of consecutive 1-Year Breaks in Service equals or exceeds the aggregate number of Years of Service earned prior to the Break(s) in Service.

(ii)

With respect to an Employee who shall have a Break in Service after January 1, 2000 , and before he shall have any vested interest in his Accrued Benefit under this Plan, all such Years of Service prior to such break shall be disregarded if the number of consecutive 1-Year Breaks in Service equals or exceeds five (5) consecutive 1-Year Breaks in Service.

(b)

Years of Benefit Service shall mean all of a Participant’s Years of Service as an Employee including Years of Service prior to the adoption of this Plan. However, notwithstanding the provisions of this Section 1.35, if a Participant retires or has a Break-in-Service and shall have received payment for all of his vested Accrued Benefit under the Plan, or the Actuarial Equivalent thereof, and shall subsequently re-

enter service, service prior to such retirement or Break-in-Service shall be disregarded for the purpose of determining Years of Benefit Service.

2.1

Requirements for Participation — Any Eligible Employee who was a Participant in this Plan on December 31, 2004, shall continue to participate as of January 1, 2005. Effective January 1, 2005, any Eligible Employee may participate in the Plan on January 1, 2005 or any subsequent Plan Entry Date (each January 1) if so approved by the Committee.

3.1

Early Retirement Benefit — A Participant who has reached Early Retirement Age will be entitled to an Early Retirement Benefit provided he has completed at least 20 Years of Service and has incurred a Separation from Service from the Employer. However, unless the Participant elects a deferred commencement date as provided in Section 9.2, the commencement of a Participant’s Early Retirement benefit shall automatically commence on the Participant’s Early Retirement Date, provided the Participant is still living at that time and has had a Separation from Service from the Employer.

Subject to the “6 months” rule for Specified Employees in Section 9.4(c), monthly benefit payments in the Normal Form of Annuity will start on a Participant’s Early Retirement Date, unless the Participant (i) elects otherwise on his Initial Payment Election Form or (ii) has elected to defer the commencement by making a Subsequent Payment Election in accordance with Section 9.3(a).

(a)

If the payment of benefits commences on or after a Participant’s Early Retirement Date, but prior to his Normal Retirement Date , the amount of