COMMUNITY BANK DIRECTOR DEFERRED FEE AGREEMENT

EXHIBIT 10.11

Community Bank
Director Deferred Fee Agreement

COMMUNITY BANK
DIRECTOR DEFERRED FEE AGREEMENT

          THIS AGREEMENT is made this ________ day of __________________, 2004, by and between COMMUNITY BANK, a savings association, located in Staunton, Virginia (the "Company"), and ________________________________ (the "Director").

INTRODUCTION

          To encourage the Director to remain a member of the Company's Board of Directors, the Company is willing to provide to the Director a deferred fee opportunity. The Company will pay the Director's benefits from the Company's general assets.

AGREEMENT

          The Director and the Company agree as follows:

Article 1
Definitions

          Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

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

          1.2  " Deferral Account " means the Company's accounting of the Director's accumulated Deferrals plus accrued interest.

          1.3  " Deferrals " means the amount of the Director's Fees, which the Director elects to defer according to this Agreement.

          1.4  " Effective Date " means January 1, 2004.

          1.5  " Election Form " means the Form attached as Exhibit 1.

          1.6  " Fees " means the total fees payable to the Director during a Plan Year.

          1.7  " Normal Retirement Age " means the Director's 70 ^th birthday.

          1.8  " Normal Retirement Date " means the later of the Normal Retirement Age or Termination of Service.

          1.9  " Plan Year " means the calendar year.

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Community Bank
Director Deferred Fee Agreement

          1.10  " Termination of Service " means that the Director ceases to be a member of the Company's Board of Directors for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

Article 2
Deferral Election

          2.1   Initial Election . The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within 30 days after the Effective Date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

          2.2   Election Changes

Article 3
Deferral Account

          3.1   Establishing and Crediting . The Company shall establish a Deferral Account on its books for the Director and shall credit to the Deferral Account the following amounts:

          3.2   Statement of Accounts . The Company shall provide to the Director, within 120 days after the end of each Plan Year, a statement setting forth the Deferral Account balance.

          3.3   Accounting Device Only . The Deferral Account is solely a device for measuring amounts to be paid under this Agreement. The Deferral Account is not a trust fund of any kind.

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Community Bank
Director Deferred Fee Agreement

The Director is a general unsecured creditor of the Company for the payment of benefits. The benefits represent the mere Company promise to pay such benefits. The Director's rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Director's creditors.

Article 4
Benefits During Lifetime

          4.1   Normal Retirement Benefit . Upon the Normal Retirement Date, the Company shall pay to the Director the benefit described in this Section 4.1 in lieu of any other benefit under this Agreement.

          4.2   Early Termination Benefit . Upon Termination of Service prior to the Normal Retirement Age for any reason other than death the Company shall pay to the Director the benefit described in this Section 4.2 in lieu of any other benefit under this Agreement.

Article 5
Death Benefits

          5.1   Death During Active Service . If the Director dies while in the active service of the Company, the Company shall pay to the Director's beneficiary the benefit described in this Section 5.1 in lieu of any other benefit under this Agreement.

          5.2   Death During Payment of a Benefit . If the Director dies after benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay

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Community Bank
Director Deferred Fee Agreement

the remaining benefits to the Director's beneficiary at the same time and in the same amounts they would have been paid to the Director had the Director survived.

          5.3   Death After Termination of Service But Before Benefit Payments Commence. If the Director is entitled to benefit payments under this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the benefit payments to the Director's beneficiary that the Director was entitled to prior to death except that the benefit payments shall commence on the first day of the month following the date of the Director's death.

Article 6
Beneficiaries

          6.1   Beneficiary Designations . The Director shall designate a beneficiary by filing a written designation with the Company. The Director may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Director and acknowledged by the Company during the Director's lifetime. The Director's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Director or if the Director names a spouse as beneficiary and the marriage is subsequently dissolved. If the Director dies without a valid beneficiary designation, all payments shall be made to the Director's estate.

          6.2   Facility of Payment . If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

Article 7
General Limitations

          7.1   Termination for Cause . Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement that is in excess of the Director's Deferrals (i.e., the interest earned on the Deferral Account) if the Company terminates the Director's service for:

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Community Bank
Director Deferred Fee Agreement